FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

ROBERT ROUSE, an individual;

VICTORIA ROUSE, an individual,

Plaintiffs-Appellees,

v.

WACHOVIA MORTGAGE, FSB, a

Division of Wells Fargo Bank NA,

FKA World Savings Bank,

Defendant-Appellant.

No. 12-55278

D.C. No.

5:11-cv-00928-

DMG-DTB

OPINION

Appeal from the United States District Court

for the Central District of California

Dolly M. Gee, District Judge, Presiding

Submitted November 5, 2013*

Pasadena, California

Filed March 27, 2014

Before: M. Margaret McKeown, Ronald M. Gould,

and Jay S. Bybee, Circuit Judges.

* The panel unanimously concludes this case is suitable for decision

without oral argument. See Fed. R. App. P. 34(a)(2). Plaintiffs-Appellees

did not submit a responsive brief, did not return the acknowledgment of

hearing notice, and did not respond to inquiries from the Clerk’s office

regarding appearance at argument.
2 ROUSE V. WACHOVIA MORTGAGE

Opinion by Judge McKeown;

Dissent by Judge Gould

SUMMARY**

Diversity Jurisdiction

The panel reversed the district court’s order remanding

the case to California Superior Court for lack of diversity

jurisdiction.

The panel held that under 28 U.S.C. § 1348 a national

bank is a citizen only of the state in which its main office is

located. The panel concluded that the district court had

diversity jurisdiction because there was complete diversity

between the plaintiffs, citizens of California, and Wells Fargo

Bank, N.A., a citizen of South Dakota.

Judge Gould dissented because he would view Wells

Fargo as a citizen of California for diversity purposes, and

affirm the district court.

** This summary constitutes no part of the opinion of the court. It has

been prepared by court staff for the convenience of the reader.
ROUSE V. WACHOVIA MORTGAGE 3

COUNSEL

Mark T. Flewelling, Robert C. Little, and Yaw-Jiun Wu,

Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP,

Pasadena, California; Robert A. Long, Jr., Covington &

Burling LLP, Washington, D.C., for Defendant-Appellant.

No appearance for Plaintiffs-Appellees.

OPINION

McKEOWN, Circuit Judge:

One might think that 150 years after Congress established

national banks in 1863, the question of their citizenship for

purposes of diversity jurisdiction would be well established. 

Not so. The relevant statute is ambiguous, the courts are split

on the question, and the Supreme Court has not squarely

decided the issue.

Under 28 U.S.C. § 1348, national banking associations

are “citizens of the States in which they are respectively

located.” Id. The critical word—“located”—is not defined

in the statute or elsewhere. Nor does its meaning flow easily

from dictionary definitions or interpretive canons. Wachovia

Bank, N.A. v. Schmidt, 546 U.S. 303, 314–17 (2006).

Looking to the Supreme Court’s treatment of the issue and to

the history and sequence of the enactment and amendment of

the statute, we conclude that, under § 1348, a national bank

is “located” only in the state designated as its main office. 

See id. at 314, 318–19.
4 ROUSE V. WACHOVIA MORTGAGE

FACTUAL AND PROCEDURAL BACKGROUND

Robert and Victoria Rouse (collectively, “the Rouses”)

filed suit against Wells Fargo Bank, N.A., its Wachovia

Mortgage division (collectively, “Wells Fargo”), and NDeX

West LLC, in the Superior Court of the State of California. 

The original complaint raised multiple causes of action under

state and federal law pertaining to the Rouse’s home loan and

deed of trust. Wells Fargo removed the action to district

court, asserting subject matter jurisdiction on the basis of

federal questions and diversity of citizenship. See 28 U.S.C.

§§ 1331, 1332(a). Wells Fargo filed a motion to dismiss the

complaint for failure to state a claim, in which NDeX West

joined. The district court granted the motion and dismissed

the complaint with leave to amend.

The Rouses filed their first amended complaint, raising

only state law claims. Following an order to show cause why

the case should not be remanded to state court for lack of

diversity jurisdiction, the district court held that national

banks are citizens of the state where their principal place of

business is located as well as of the state where their main

office is located as designated in their articles of association. 

Because Wells Fargo’s main office is in South Dakota and its

principal place of business is in California, and the Rouses

are citizens of California the district court remanded the case

to California Superior Court for lack of jurisdiction.

ANALYSIS

The dispositive issue in this appeal is whether, under

28 U.S.C. § 1348, a national bank is a citizen of both the state

in which its principal place of business is located and the state

where its main office is located as designated in the bank’s
ROUSE V. WACHOVIA MORTGAGE 5

articles of association.

1 We review de novo this issue of

statutory construction. See United States v. Havelock,

664 F.3d 1284, 1289 (9th Cir. 2012).

We conclude that, under 28 U.S.C. § 1348, a national

bank is a citizen only of the state in which its main office is

located. Hence, the district court had diversity jurisdiction

because there was complete diversity between the Rouses,

citizens of California, and Wells Fargo, a citizen of South

Dakota. We therefore reverse the judgment of the district

court and remand for further proceedings consistent with this

opinion.

I. The Citizenship of National Banks: 28 U.S.C. § 1348

Wells Fargo is a national bank, a “corporate entit[y]

chartered not by any State, but by the Comptroller of the

Currency of the U.S. Treasury.” Wachovia Bank, 546 U.S. at

306. Unlike state-chartered banks or other corporations

whose citizenship is governed by 28 U.S.C. § 13322the

citizenship of nationally chartered banks is governed by

28 U.S.C. § 1348, which provides in pertinent part: “All

national banking associations shall, for the purposes of all

other actions by or against them, be deemed citizens of the

1

12 U.S.C. § 22 (Second) requires that a national bank designate “[t]he

place where its operations of discount and deposit are to be carried on,”

which serves as the bank’s “main office.” Wachovia Bank, 546 U.S. at

307 n.1.

2 For diversity purposes, a corporation—which includes state-chartered

banks—is 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. . . .” 28 U.S.C. § 1332(c)(1); Wachovia

Bank, 546 U.S. at 306.
6 ROUSE V. WACHOVIA MORTGAGE

States in which they are respectively located.” 28 U.S.C.

§ 1348.

The sparse text of the statute offers no definitions. Our

analysis focuses on the meaning of the word “located.” 

Where a statute does not define a key term, we look to the

word’s ordinary meaning. In re HP Inkjet Printer Litig.,

716 F.3d 1173, 1181 (9th Cir. 2013). However, the Supreme

Court has held, in the context of § 1348, that the word is

ambiguous on its face.3 Wachovia Bank, 546 U.S. at 313–14

(“[T]he term ‘located,’ as it appears in the National Bank Act,

has no fixed, plain meaning.”). As the Supreme Court noted,

“‘located,’ as its appearance in the banking laws reveal . . . is

a chameleon word; its meaning depends on the context in and

purpose for which it is used.” Id. at 318. The message is

clear: we must look beyond the plain text of the statute and

the word’s ordinary meaning to discern the meaning of the

word “located” for purposes of § 1348.

II. Wachovia Bank, N.A. v. Schmidt

In Wachovia Bank, the Supreme Court addressed a

different but related issue: whether a federally chartered

 

3

In interpreting the term “located” in § 1348, the Court concluded that

certain canons of statutory construction did not aid its interpretation. For

example, the Court determined that the canon that different jurisdictional

words should be given different meanings does not apply to § 1348

because the use of “established” versus “located” is likely a “coincidence

of statutory codification.” Wachovia Bank, 546 U.S. at 314. The Court

also resolved that “located” should not be interpreted consistent with the

use of “located” in a venue statute because the venue statute and the

jurisdiction statute have two distinct purposes: to provide for convenience

to litigants and to limit the power of the federal courts, respectively. Id.

at 315–19.
ROUSE V. WACHOVIA MORTGAGE 7

national bank is a citizen of every state where it operates a

branch in addition to the state where its main office is

designated. 546 U.S. at 306. The court held “that a national

bank, for § 1348 purposes, is a citizen of the state in which its

main office, as set forth in its articles of association, is

located.” Id. at 307. Although this holding appears to be a

categorical statement with respect to § 1348, we acknowledge

that it was rendered in response to a slightly different

question than we face here.

The Court granted certiorari in Wachovia Bank to resolve

a circuit split over whether national banks are citizens of

every state in which they operate a branch for purposes of

diversity jurisdiction. Both the Fifth Circuit and the Seventh

Circuit held that national banks are not “located” in every

state where the bank has a branch. Horton v. Bank One, N.A.,

387 F.3d 426, 431 (5th Cir. 2004); Firstar Bank, N.A. v. Faul,

253 F.3d 982, 993–94 (7th Cir. 2001). Both circuits reasoned

that the legislative history of § 1348 and its predecessor

statutes revealed Congress’s intent to maintain jurisdictional

parity between national and state banking associations by

placing them on the same jurisdictional footing. Horton,

387 F.3d at 430–31; Firstar, 253 F.3d at 993. Although not

referenced in Wachovia Bank, we held 50 years earlier in

American Surety Co. v. Bank of California, that the Bank of

California was “a citizen only of the state in which its

principal place of business is located, the State of California”

and that the bank was not a citizen of every state in which it

operated a branch. 133 F.2d 160, 161–62 (9th Cir. 1943)

(emphasis added). By contrast, the Fourth Circuit in the

Wachovia Bank appeal held that a national bank is a citizen

of the state in which its main office is located as well as every

state in which it has a branch. 388 F.3d 414, 432 (4th Cir.

2004). The Second Circuit recognized the same in dicta. See
8 ROUSE V. WACHOVIA MORTGAGE

World Trade Ctr. Props., LLC v. Hartford Fire Ins. Co.,

345 F.3d 154, 161 (2d Cir. 2003).

The Supreme Court’s holding in Wachovia Bank was

largely reasoned from the conclusion that Congress intended

to protect the right of national banks to remove cases to

federal courts. See 546 U.S. at 307 (“Were we to hold . . .

that a national bank is additionally a citizen of every State in

which it has established a branch, the access of a [national]

bank to a federal forum would be drastically curtailed. . . .”). 

Wachovia Bank did not address whether a national bank is

also a citizen of the state where it has its principal place of

business. The Court noted, however, that “one would

sensibly ‘locate’ a national bank for . . . qualification for

diversity jurisdiction, in the State designated in its articles of

association as its main office.” Id. at 318. The Court also

stated that the omission of any reference to a national bank’s

principal place of business in § 1348 “may be of scant

practical significance for, in almost every case . . . the

location of a national bank’s main office and of its principal

place of business coincide.” Id. at 317 n.9; see Wells Fargo

Bank, N.A. v. WMR e-PIN, LLC, 653 F.3d 702, 707–08 (8th

Cir. 2011). This acknowledgment and discussion of the

principal place of business issue strongly suggest that the

Court did not overlook the issue of whether a national bank

is a citizen of both the state in which its main office is located

and the state where it maintains its principal place of business

in crafting its clear and unqualified statement limiting

citizenship for diversity jurisdiction purposes to a national

bank’s main office.

Following Wachovia Bank, the Eighth Circuit addressed

the exact issue we confront in this appeal and held that a

national bank is only a citizen of the state designated in its
ROUSE V. WACHOVIA MORTGAGE 9

articles of association as its main office. WMR e-PIN,

653 F.3d at 709; see also McKenna v. Wells Fargo Bank,

N.A., 693 F.3d 207, 212 (1st Cir. 2012) (finding diversity

between an individual citizen of Massachusetts and Wells

Fargo, N.A., because “Well[s] Fargo, a national bank, is a

citizen of the state where it is ‘located’; this is the State

designated in its articles of association as its main office; and

Wells Fargo is a citizen of South Dakota for diversity

purposes.” (internal citations and quotation marks omitted));

Hargrow v. Wells Fargo Bank, N.A., 491 F. App’x 534, 536

(6th Cir. 2012) (holding that Wells Fargo is a citizen of South

Dakota, where its main office is located, for diversity

jurisdiction purposes); Hicklin Eng’g L.C. v. Bartell,

439 F.3d. 346, 348 (7th Cir. 2006) (“Wachovia Bank held that

national banks are citizens only of the states in which their

main offices are located. . . .”). Although agreeing in

principle with the Seventh Circuit in Firstar and the Fifth

Circuit in Horton that § 1348 and its statutory predecessors

initially embodied Congress’s intent to put national and state

banks on the same jurisdictional footing, in WMR e-PIN, the

Eighth Circuit held that jurisdictional parity did not survive

a 1958 amendment to the general diversity jurisdiction

statute, 28 U.S.C. § 1332(c)(1). WMR e-PIN, 653 F.3d at

707–10. The Eighth Circuit reasoned that if Congress

intended jurisdictional parity to survive subsequent statutory

amendments, it would have expressly indicated this intent. 

Id. at 709. The court concluded that the word “located,” as

used in the 1948 version of § 1348, could not mean both main

office and principal place of business because citizenship for

state-chartered corporations based on principal place of

business did not exist until ten years later when Congress

passed § 1332 in 1958. Id. at 708. We agree.
10 ROUSE V. WACHOVIA MORTGAGE

III. The Historical Landscape

Although we view the Supreme Court’s declaration in

Wachovia Bank on the scope of § 1348 to be definitive, the

evolution of § 1348 and its interaction with § 1332(c)(1) also

support our conclusion.

Beginning in 1882, in Congress’s first treatment of

jurisdiction for national banks, the statutory predecessor to

the current § 1348 explicitly ensured jurisdictional parity

between national banks and state-chartered banks. However,

by 1887, Congress had abandoned jurisdictional parity

between the two types of banks and reoriented the statutory

predecessor to the current § 1348 to ensure jurisdictional

paritybetween individual citizens and national banks. During

this period, state-chartered banks were citizens only of the

states by which they were incorporated; it was not until 1958

that Congress provided for dual citizenship for state-chartered

banks according to their state of incorporation and their

principal place of business. The history of the jurisdictional

statutes, which we review below, is consistent with reading

the Supreme Court’s statement in Wachovia Bank to mean

that, for all purposes under § 1348, a national bank is

“located” only in the state in which its main office is located.

A. Section 1348 and its Statutory Predecessors

The first national banking act provided “[t]hat suits,

actions, and proceedings by and against any [national banking

association] under this act may be had in any circuit, district,

or territorial court of the United States held within the district

in which such association may be established.” Act of Feb.

25, 1863, ch. 58, § 59, 12 Stat. 665, 681 (replaced 1864)

(internal quotation marks omitted). In 1864, Congress added
ROUSE V. WACHOVIA MORTGAGE 11

that such suits could also be brought “in any state, county, or

municipal court in the county or city in which said association

is located, having jurisdiction in similar cases.” Act of June

3, 1864, ch. 106, § 57, 13 Stat. 99, 116–17 (replaced 1875). 

By 1875, Congress had provided for removal of national bank

cases from state to federal court under the theory that suits

involving national banks necessarily arose under the federal

laws. Act of Mar. 3, 1875, ch. 137, § 2, 18 Stat. 470, 470

(repealed 1882); see Union Pac. Ry. Co. v. Myers, 115 U.S.

1, 11 (1885).

Congress changed course in 1882 when it enacted the first

statute specifying the state citizenship of national banks. Act

of July 12, 1882, ch. 290, § 4, 22 Stat. 162, 163 (repealed

1887); see Leather Mfrs.’ Nat’l. Bank v. Cooper, 120 U.S.

778, 780–81 (1887). The 1882 act provided:

[T]he jurisdiction for suits hereafter brought

by or against any association established

under any law providing for national-banking

associations . . . shall be the same as, and not

other than, the jurisdiction for suits by or

against banks not organized under any law of

the United States which do or might do

banking businesswhere such national-banking

associations maybe doing business when such

suits may be begun.

Act of July 12, 1882, ch. 290, § 4, 22 Stat. 163. That act

changed the jurisdictional landscape by “provid[ing], in clear

and unmistakable terms, that the courts of the United States

should not have jurisdiction . . . unless they would have

jurisdiction under like circumstances of suits by or against a

state bank doing business in the same state with the national
12 ROUSE V. WACHOVIA MORTGAGE

bank.” Cooper, 120 U.S. at 781. Therefore, “national

bank[s] [were] . . . placed before the law in this respect the

same as a bank not organized under the laws of the United

States.” Id. The legislation plainly established a principle of

jurisdictional parity with state-chartered banks and ended

national banks’ automatic qualification for federal question

jurisdiction. See id. at 780.

But Congress amended the statute five years later. The

1887 law provided in relevant part:

[A]ll national banking associations

established under the laws of the United

States shall . . . be deemed citizens of the

States in which they are respectively located;

and in such cases the circuit and district courts

shall not have jurisdiction other than such as

they would have in cases between individual

citizens of the same State.

Act of Mar. 3, 1887, ch. 373, § 4, 24 Stat. 552, 554–55

(replaced 1888). This statute was considered a “revision[] to

prescriptions on federal jurisdiction,” Wachovia Bank,

546 U.S. at 310, because it removed language tying national

bank jurisdiction to state bank jurisdiction. See id. at 310–11. 

This provision evokes the principle of jurisdictional parity:

not parity between national and state banks, but between

national banks and “individual citizens.” See Act of Mar. 3,

1887, ch. 373, § 4, 24 Stat. 554–55 (emphasis added). Any

contrary reading would render the last clause of the 1887 act

surplusage because it was well established by 1882 that

national banks did not automatically qualify for federal

question jurisdiction solely because they were nationally

chartered.
ROUSE V. WACHOVIA MORTGAGE 13

A year later, Congress revised the 1887 act by adding this

caveat as a separate paragraph: “The provisions of this

section shall not be held to affect the jurisdiction of the courts

of the United States in cases commenced by the United States

or by direction of any officer thereof, or cases for winding up

the affairs of any such bank.” Act of Aug. 13, 1888, ch. 866,

§ 4, 25 Stat. 433, 436 (replaced 1911). This amendment

clarified that federal courts retained federal question

jurisdiction over national banks in two specific

circumstances: (i) in suits by the United States or (ii) for

winding up the bank’s affairs. Only the 1882 act contained

express language providing that national banks should be

treated the same as identically situated state-chartered banks. 

The statutorilyembodied principle of jurisdictional paritywas

not linked with state-chartered banks or other corporations. 

From a historical perspective, the decision to tie the

citizenship of national banks to the citizenship of statechartered banks—as the 1882 act did—bears no greater

weight than tying the citizenship of national banks to the

citizenship of natural persons—as the 1887 act and 1888

revision did.

Congress shifted gears again in 1911. The 1911 act

provided, in relevant part, that “all national banking

associations established under the laws of the United States

shall, for the purposes of all other actions against them . . . be

deemed citizens of the States in which they are respectively

located.” Act of Mar. 3, 1911, ch. 231, § 16, 36 Stat. 1087,

1093 (amended 1948). In Herrmann v. Edwards, the

Supreme Court explained that the 1911 act maintained the

limits on federal jurisdiction that Congress established in the

1887 act: federal question jurisdiction was available for suits

by the United States or for winding up a bank’s affairs, and

diversity jurisdiction was available for all other suits with
14 ROUSE V. WACHOVIA MORTGAGE

national banks being “deemed citizens of the states in which

they are respectively located.” 238 U.S. 107, 113, 116–18

(1915) (quoting Act of Mar. 3, 1911, ch. 231, s. 16, 36 Stat.

1093). The Court’s reasoning did not rely on analysis of

jurisdiction for suits involving state-chartered banks; rather,

its analysis focused on the availability of federal jurisdiction

and reaffirmed the “fundamental principle,” codified in the

1882 act, that “because a corporation was a national bank,

created under an act [of] Congress, gave it no greater right to

remove a case [to federal court] than if it had been organized

under a state law.” Id. at 111, 113. Therefore, to the extent

that the 1887 and 1911 acts established any principle of

jurisdictional parity, the statutes referred to federal question

jurisdiction, not to diversity jurisdiction.

Congress made a final minor tweak to the statute in 1948. 

The 1948 act, which is presently codified at 28 U.S.C.

§ 1348, provides in relevant part that “[a]ll national banking

associations shall, for the purposes of all other actions by or

against them, be deemed citizens of the States in which they

are respectively located.” Act of June 25, 1948, ch. 646, s.

1348, 62 Stat. 869, 934. As with the 1887 amendment and

1911 act, there is no mention whatsoever of jurisdictional

parity.

B. Section 1332(c)(1)

Although Congress’s last work on the citizenship of

national banks came in 1948, a significant shift in diversity

citizenship followed in 1958 with respect to state-chartered

corporations, a category that includes state-chartered banks. 

Congress adopted a new provision that a state-chartered

corporation is a citizen of both the state of incorporation and

the state of its principal place of business. Act of July 25,
ROUSE V. WACHOVIA MORTGAGE 15

1958, Pub. L. No. 85-554, § 2, 72 Stat. 415 (codified at

28 U.S.C. § 1332(c)(1)).

As the Supreme Court recently explained, “[i]n 1928 [the

Supreme] Court made clear that the ‘state of incorporation’

rule was virtually absolute.” Hertz Corp. v. Friend, 559 U.S.

77, 85 (2010). Objections to this rule started to percolate in

the 1930s. See id. at 85–88. But Congress did not adopt the

principal place of business test for state-chartered

corporations until 1958. Id. at 88. Accordingly, in

1948—when Congress adopted the current version of

§ 1348—Congress knew that, outside of the bankruptcy

context, state-chartered banks and other corporations were

citizens of only the state by which they had been

incorporated. To the extent that Congress intended to link

implicitly national banks and state-chartered banks, it linked

them together in a regime where state-chartered banks were

citizens of only a single state.

In interpreting congressional intent, we look to the time

of Congress’s enactment of the legislation. See MCI

Telecomm. Corp. v. Am. Tel. & Tel. Co., 512 U.S. 218, 228

(1994) (noting that “the most relevant time for determining a

statutory term’s meaning” is when the statute became law). 

No principle of statutory interpretation suggests that we

should look to a later-passed statute not involving national

banks to divine congressional intent regarding a completely

different statute passed ten years earlier. Such convoluted

bootstrapping would defy common sense. To the extent

Congress intended to provide forjurisdictional paritybetween

nationally chartered and state-chartered banks, as the district

court suggested, parity almost certainly meant that national

banks were citizens of only one state because state-chartered

banks were, at the time, citizens of only one state. More
16 ROUSE V. WACHOVIA MORTGAGE

importantly, had Congress wanted to assure a link to statechartered banks, it knew how to do so explicitly, as it did in

the 1882 act. Likewise, Congress undoubtedly understood

how to define the citizenship of a federally chartered

association as it did in 2006 with federal savings associations. 

See 12 U.S.C. § 1464(x) (providing that “[i]n determining

whether a Federal court has diversity jurisdiction over a case

in which a Federal savings association is a party, the Federal

savings association shall be considered to be a citizen only of

the State in which such savings association has its home

office.”).

We do not rewrite legislation in light of changed

circumstances. Congress began its treatment of jurisdiction

for national banks with a notion of jurisdictional parity that it

later affirmatively deleted from the statute. Nothing in the

current version of the statute or in its history suggests that

Congress intended to revive the principle of jurisdictional

parity between state-chartered banks and national banks. 

Indeed, interpreting “located,” as used in § 1348, to refer to

both a national bank’s principal place of business and its main

office would require a finding that jurisdictional parity

between state-chartered banks and national banks is “an

immutable principle that endures long after the statutes from

which it arose have been amended and all references to it

have been excised,” which neither history nor precedent

support. See WMR e-Pin, 653 F.3d at 708–09.

The Supreme Court’s decision in Wachovia Bank and the

history of the relevant legislation demonstrate that the current

version of the statute does not include an ethereal

incorporation of any principle of jurisdictional parity between

state-chartered banks and national banks for suits asserting

diversity as a basis for federal jurisdiction. The dissent offers
ROUSE V. WACHOVIA MORTGAGE 17

an attractive policy alternative. However, should Congress

wish to link the jurisdiction for national and state banks, the

statute can easily be amended. It is not our role to work a

revision of the statute. We hold that, under § 1348, a national

banking association is a citizen only of the state in which its

main office is located. Accordingly, Wells Fargo is a citizen

only of South Dakota, where its main office is located, and

the district court’s judgment to the contrary is reversed.

REVERSED AND REMANDED.

GOULD, Circuit Judge, dissenting:

I regret that I cannot agree with my colleagues on the

proper disposition of this appeal. Rather, to me it seems that

we should view Wells Fargo as a citizen of California for

diversity purposes, and affirm the district court.

Like the district court, I would rely on the “mode of

analysis” contained in Ninth Circuit precedent, which

supports jurisdictional parity between national banks and

state-chartered corporations, including state-chartered banks. 

See Am. Sur. Co. v. Bank of California, 133 F.2d 160, 162

(9th Cir. 1943).

The Supreme Court's decision in Wachovia Bank does not

address whether a national bank could be a citizen of the state

of its principal place of business. See Wachovia Bank v.

Schmidt, 546 U.S. 303, 315 n.8 (2006). The controlling issue

was never raised in that case because the defendant bank’s

principal place of business was located in the same state as its

main office. See id. at 317 n.9. It is one thing to say that a
18 ROUSE V. WACHOVIA MORTGAGE

national bank is not a citizen of every state where it has any

branch operations. See id. at 313.1It is quite another to say

what the majority says here: that a bank is only a citizen of

the state designated as its main office. See Maj. Op. at 17. In

Wachovia Bank, the Supreme Court expressed concern that

national banks would become “singularly disfavored

corporate bodies with regard to their access to federal courts.” 

Id. at 319. The majority’s rule goes too far in the opposite

direction and places national banks on superior footing in

their access to federal courts as compared to other

corporations. See 28 U.S.C. § 1332(c)(1).

Although the majority agrees with the statutory analysis

from the Eighth Circuit’s decision in Wells Fargo Bank, N.A.

v. WMR e-PIN, LLC, 653 F.3d 702, 707–09 (8th Cir. 2011),

I am not convinced that jurisdictional parity is as “ethereal”

as the majority suggests. See Maj. Op. at 16. Instead, I am

persuaded by Judge Murphy’s WMR e-PIN dissent that

“Wachovia should be construed in favor of continuing to read

§ 1348 in light of the preexisting policy of jurisdictional

parity between national banks on the one hand and state

banks and corporations on the other.” WMR e-PIN, 653 F.3d

at 717 (Murphy, J., dissenting); see Horton v. Bank One,

N.A., 387 F.3d 426, 429–36 (5th Cir. 2004), cert. denied,

546 U.S. 1149 (2006); Firstar Bank, N.A. v. Faul, 253 F.3d

982, 985–94 (7th Cir. 2001). And while many district courts

1 The Supreme Court reasoned: “Were we to hold . . . that a national

bank is additionally a citizen of every State in which it has established a

branch, the access of a federally chartered bank to a federal forum would

be drastically curtailed in comparison to the access afforded state banks

and other state-incorporated entities. Congress, we are satisfied, created

no such anomaly.” Wachovia Bank, 546 U.S. at 307. That reasoning has

little force in this case where we decide if a national bank is a citizen of

the state where it has its principal place of business.
ROUSE V. WACHOVIA MORTGAGE 19

have followed the Eighth Circuit’s narrow approach to

interpreting “located” under § 1348, many others have

concluded that Wells Fargo is a citizen of California for

diversity purposes by following the logic of the Fifth and

Seventh Circuits. See, e.g., Ellis v. Wells Fargo Bank, N.A.,

__ F. Supp. 2d __, 2014 WL 585627, at *2–3 (S.D. Cal. Feb.

14, 2014) (concluding that the Fifth Circuit’s reasoning in

Horton was consistent with the Supreme Court’s reasoning in

Wachovia Bank and that Wells Fargo is “located” under

§ 1348 in California where it maintains its principal place of

business); Sako v. Wells Fargo Bank, N.A., __ F. Supp. 2d __,

2014 WL 584268, at *3–4 (S.D. Cal. Feb. 11, 2014) (same).

Finally, there is an important policy implication that

should be considered because the word “located” in 18 U.S.C.

§ 1348 is ambiguous. To say that a bank like Wells Fargo,

traditionally identified with California and with its principal

place of business there for more than a century, is not a

citizen of California for diversity purposes, would mean that

any bank broadly identified with a state in which it started its

business and maintained its principal place of business could

ensure federal court diversity actions, and rule out the state

courts, even when pitted against adverse citizens of the state

where it is most closely identified and understood to operate. 

I do not think that idea, at odds with principles of federalism

that give state courts a say in resolving their residents’

disputes, is what Congress had in mind. I respectfully

dissent.