IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 14-10353

EAGLE TX I SPE, L.L.C., doing business as Eagle Lone Star I SPE, L.L.C., 

 Plaintiff - Appellant

v.

SHARIF & MUNIR ENTERPRISES, INCORPORATED; RAMSEY M. 

MUNIR, 

 Defendants - Appellees

Appeal from the United States District Court

for the Northern District of Texas

USDC No. 3:13-CV-2565

Before DAVIS, WIENER, and HAYNES, Circuit Judges.

PER CURIAM:*

Plaintiff-Appellant Eagle TX I SPE, LLC d/b/a Eagle Lone Star I SPE, 

LLC (“Eagle”) brought this action under diversity jurisdiction to enforce four 

secured promissory notes (collectively, “the Notes”) against DefendantsAppellees Sharif & Munir Enterprises, Inc. (“SME”), as primary obligor on the

Notes, and Ramsey Munir, as guarantor of the Notes (collectively, 

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not 

be published and is not precedent except under the limited circumstances set forth in 5TH 

CIR. R. 47.5.4.

United States Court of Appeals

Fifth Circuit

FILED

February 23, 2015

Lyle W. Cayce

Clerk

 

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“Defendants”). Defendants filed a motion to dismiss under Fed. R. Civ. P.

12(b)(1) for lack of subject matter jurisdiction. Although there is complete 

diversity of citizenship between Eagle on the one hand and SME and Munir on 

the other, Defendants argued that the true party in interest is a partnership 

between Eagle and the Federal Deposit Insurance Corporation (“FDIC”), 

whose status as partner destroys diversity jurisdiction. Based primarily on its 

interpretation of certain contracts between the FDIC and Eagle’s predecessorin-interest, the district court concluded that a partnership exists and thus 

destroys diversity jurisdiction.

For the reasons set forth below, we conclude that there is no partnership 

between the FDIC and Eagle and that diversity jurisdiction therefore exists, 

so we reverse and remand this action.

I. BACKGROUND

This action arises out of four secured promissory notes executed between 

2005 and 2008 by SME in favor of Colonial Bank (“Colonial”).1 In addition to 

SME’s other security, Munir guaranteed all four Notes. In exchange for the 

Notes, Colonial issued loans to SME.

In 2009 Colonial failed, and the FDIC became its receiver. Branch 

Banking & Trust Company (“BB&T”) acquired certain of Colonial’s assets and 

liabilities, including the Notes, from the FDIC, through a purchase and 

assumption agreement (“PAA”), which included a loss-sharing agreement

(“LSA”).2 In 2011 BB&T assigned all of its right, title, and interest in the Notes 

and associated documents to Eagle. BB&T is also related to Eagle: BB&T is 

1 Unless otherwise noted, the undisputed facts in this section come from the district

court’s opinion. See Eagle TX I SPE LLC v. Sharif & Munir Enterprises, Inc., No. 3:13-CV2565-O, 2014 WL 696523 (N.D. Tex. Feb. 24, 2014). 2 The agreement is titled Commercial Shared-Loss Agreement in the PAA, but we will 

refer to it as the LSA for consistency with the usage of the district court and the parties.

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the sole member of Eagle SPE, LLC, which in turn is the sole member of Eagle.

The parties apparently agree that Eagle stepped into BB&T’s shoes with 

respect to the PAA and LSA, but we will continue to refer to BB&T for 

consistency with the language of the agreements and the district court’s 

opinion.

Eagle alleges SME defaulted on the Notes and failed to cure the 

delinquency after Eagle gave notice of the delinquency and announced its 

intent to pursue legal remedies. Eagle eventually foreclosed on the property 

put up as collateral for the Notes but failed to recover the full amount of the 

indebtedness. 

On July 3, 2013, Eagle sued Defendants for the amount of the deficiency 

plus interest—a total of approximately $1.5 million—in federal court, asserting 

diversity jurisdiction under 28 U.S.C. § 1332(a). In the complaint, Eagle 

asserted that both it and its jurisdictionally relevant associated entities, Eagle 

SPE, LLC and BB&T, are all citizens of North Carolina and that both 

Defendants are citizens of Texas. SME and Munir have not contested these 

assertions. Thus, if we were looking only at the parties in the complaint, there 

would be diversity jurisdiction under 28 U.S.C. § 1332(a) because the parties 

are completely diverse and the amount in controversy exceeds $75,000.

Defendants filed a motion to dismiss, arguing that complete diversity 

does not exist because BB&T (and thus Eagle) had entered into a partnership 

with the FDIC under the PAA and LSA, and the partnership is the real party 

in interest. Because “the citizenship of a partnership is determined by 

reference to the citizenship of each of its partners,”3 and because the FDIC, 

like other federally-chartered corporations, is a diversity-destroying “stateless”

3 Int’l Paper Co. v. Denkmann Assocs., 116 F.3d 134, 137 (5th Cir. 1997).

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entity,4 a partnership between the FDIC and Eagle would destroy complete 

diversity.

The district court explained that, because Defendants offered 

“evidentiary materials outside of the pleadings,” their motion to dismiss under 

Rule 12(b)(1) constituted a “factual attack” upon the complaint, which 

“challenges the facts on which jurisdiction depends and allows a court to 

consider matters outside of the pleadings, such as affidavits, testimony, or 

other evidentiary materials.”5 As the district court noted, “[w]hen a defendant 

makes a factual attack ‘no presumptive truthfulness attaches to plaintiff’s 

allegations.’”6 Thus, to determine the relationship between BB&T and the 

FDIC, the district court examined the PAA; the LSA; a Form 8-K filed by BB&T 

with the Securities and Exchange Commission (“SEC”) on August 14, 2009; 

and a few documents from the FDIC’s website.

The district court applied Texas partnership law, which, under Tex. Bus. 

Orgs. Code Ann. § 152.052, primarily looks to five non-exclusive factors which 

might “indicat[e] that persons have created a partnership”: 

(1) receipt or right to receive a share of profits of the 

business;

(2) expression of an intent to be partners in the 

business;

(3) participation or right to participate in control of the 

business;

(4) agreement to share or sharing:

4 2014 WL 696523, at *3 (citing Lehman Bros. Bank, FSB v. Frank T. Yoder Mortg., 

415 F. Supp. 2d 636, 639-41 (E.D. Va. 2006); Iceland Seafood Corp. v. Nat’l Consumer Co-op. 

Bank, 285 F. Supp. 2d 719, 26 (E.D. Va. 2003); Little League Baseball, Inc. v. Welsh Pub. 

Grp., Inc., 874 F. Supp. 648, 651 (M.D. Pa. 1995); Fed. Deposit Ins. Corp. v. Nat’l Sur. Corp., 

345 F. Supp. 885, 887 (S.D. Iowa 1972); Banks of the Ozarks v. IS Motel Corp., No. 4:12–cv–

0024–HLM, 2012 WL 1134733, at *2 (N.D. Ga. Apr.2, 2012))

5 Id. at *2-3 (citing Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir. 1981); Sierra 

Club v. Energy Future Holdings Corp., 921 F. Supp. 2d 674, 678 (W.D. Tex. 2013)).

6 Id. at *2 (quoting Williamson v. Tucker, 645 F.2d 404, 413 (5th Cir.1981) (citation 

omitted)).

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(A) losses of the business; or

(B) liability for claims by third parties against 

the business; and

(5) agreement to contribute or contributing money or 

property to the business.7

The district court concluded that the FDIC and BB&T did not share 

profits, that they had not expressed an intent to be partners, and that the FDIC 

contributed no money or property to the alleged partnership. Nevertheless, the 

district court concluded that the FDIC and BB&T are partners primarily

because the district court interpreted the PAA and LSA to give the FDIC 

“control over BB&T’s administration, management, and collection of the 

subject assets . . . more than mere ‘input’ into the operation of the business or 

control over administrative tasks.”8 The district court also found that the FDIC 

and BB&T agreed to share losses, a fact that Eagle does not dispute.9

For the reasons set out below, we conclude that the district court erred 

in interpreting the PAA and LSA with respect to the FDIC’s control over the 

business, and that the sole factor potentially indicating a partnership under 

Texas law—the sharing of losses—is insufficient to create a partnership under

these circumstances.

II. APPLICABLE LAW

In this challenge under Rule 12(b)(1), the district court was able to weigh 

the evidence before it, and we review its findings of fact for clear error,10 but

we review the legal conclusions based on those facts de novo.11 If subject matter 

jurisdiction is determined by interpretation of a contract, as it is in this case,

7 TEX. BUS. ORGS. CODE ANN. § 152.052(a) (West 2006). 8 2014 WL 696523 at *7-10.

9 Id. at *10.

10 Krim v. pcOrder.com, Inc., 402 F.3d 489, 494 (5th Cir. 2005).

11 Funeral Consumers Alliance, Inc. v. Serv. Corp. Intn’l, 695 F.3d 330, 336 (5th Cir. 

2012).

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the interpretation is typically reviewed de novo,12 unless the interpretation 

depends on extrinsic evidence, in which case we review the district court’s 

findings for clear error.13

Jurisdiction in this case turns on whether the relationship between 

BB&T and the FDIC qualifies as a partnership under the five-factor 

partnership test established by Tex. Bus. Orgs. Code Ann. § 152.052, set out 

above. The test set out under section 152.052, which applies to partnerships 

purportedly created on or after January 1, 2006, uses the same five factors set 

out under the now expired Texas Revised Partnership Act (“TRPA”), which 

applied to partnerships purportedly formed between January 1, 1994, and 

December 31, 2005.14 Thus, we may look for guidance to cases interpreting 

TRPA, including Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009).

The Texas Supreme Court noted in Ingram that the common law 

required proof of all five factors, but “TRPA contemplates a less formalistic and 

more practical approach to recognizing the formation of a partnership.”15 In 

contrast to the common law approach, TRPA did not require “direct proof of 

the parties’ intent to form a partnership,” proof of all factors, or sharing of 

profits in order to prove the existence of a partnership. “Still, . . . the traditional 

import of sharing profits as well as control over the business will probably 

continue to be the most important factors.”16

Most relevant to this action, the Court also discussed the difficulty in 

applying the current test:

12 See UNC Lear Servs., Inc. v. Kingdom of Saudi Arabia, 581 F.3d 210, 215 (5th Cir. 

2009); City of Austin, Tex. v. Decker Coal Co., 701 F.2d 420, 425 (5th Cir. 1983).

13 Nat’l Union Fire Ins. Co. v. Circle, Inc., 915 F.2d 986, 989 (5th Cir. 1990). 14 See Malone v. Patel, 397 S.W.3d 658, 670 n.4 (Tex. Ct. App. 2012). 15 288 S.W.3d at 895. 16 Id. at 896 (citations omitted). The court also noted that “TRPA recognizes that 

sharing of losses may be indicative of a partnership arrangement but . . . is ‘not necessary to 

create a partnership.’” Id. (citation omitted). Section 152.052(c) contains the same provision.

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We note the difficulty of uniformly applying a totalityof-the-circumstances test . . . , but we cannot ignore the 

Legislature’s decision to codify the essential common 

law partnership factors in TRPA without specifying 

that proof of all or some of the factors is required to 

establish a partnership. Yet, we can provide additional 

guidelines for this analysis. Of course, an absence of 

any evidence of the factors will preclude the 

recognition of a partnership under Texas law. Even 

conclusive evidence of only one factor normally will be 

insufficient to establish the existence of a partnership. 

To hold otherwise would create a probability that some 

business owners would be legally required to share 

profits with individuals or be held liable for the actions 

of individuals who were neither treated as nor 

intended to be partners. The Legislature does not 

indicate that it intended to spring surprise or 

accidental partnerships on independent business 

persons, if, for example, an employee is paid out of 

business profits with no other indicia of a de facto 

partnership under TRPA. On the other end of the 

spectrum, conclusive evidence of all of the TRPA 

factors will establish the existence of a partnership as 

a matter of law. The challenge of the totality-of-thecircumstances test will be its application between 

these two points on the continuum.17

A Texas appellate court explained that it is possible to determine as a 

matter of law whether or not a partnership exists at the “two poles” of the 

continuum: (a) when all five factors are present or (b) when no factor or only 

one factor is present.18 With this framework in mind, we turn now to the 

partnership determination.

17 Id. at 898 (emphasis added) (citation omitted). 18 Rojas v. Duarte, 393 S.W.3d 837, 841 (Tex. Ct. App. 2012) (citations to Ingram

omitted).

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III. PARTNERSHIP FACTORS

As noted above, the district court determined that three of the section 

152.052 factors were absent: the sharing of profits, expression of the intent to 

be partners, and contribution of money or property to the purported 

partnership. It concluded that only two factors are present—the FDIC’s control 

over the business and the sharing of losses. We address each factor below in 

the order presented in section 152.052.

A. Profit Sharing

The first section 152.052 factor is the “receipt or right to receive a share 

of profits of the business.” The district court concluded that there was no profitsharing arrangement after examining not only the PAA and LSA to determine 

whether or not the FDIC and BB&T agreed to share profits but also BB&T’s 8-

K and a “Loss Share Questions and Answers” page from the FDIC’s website.19

We need not go beyond the language of the agreements.

Under the PAA, BB&T acquired assets from the FDIC (as Colonial’s 

receiver) in hopes of recovering money from third parties, as Eagle is trying to 

do on the Notes in this case. Neither the PAA nor LSA say anything about 

BB&T sharing any profits (i.e., recovery in excess of what BB&T paid for an 

asset) with the FDIC.

Defendants argue that the LSA establishes profit-sharing through 

provisions that require BB&T to repay certain funds to the FDIC. The LSA 

does not support that interpretation. Article II of the LSA provides that if 

BB&T takes a loss on assets it acquired, the FDIC will reimburse BB&T 80% 

of the loss up to $5 billion, but if BB&T recovers on assets for which it received 

a reimbursement, BB&T must then repay the FDIC for the reimbursement.

The LSA concerns only the sharing of losses; it has nothing to do with profits.

19 2014 WL 696523, at *5-6.

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Thus, we agree with the district court that there is no evidence of profitsharing under the PAA and LSA.

B. Expression of Intent to Be Partners

The district court found that the FDIC and BB&T did not express the 

intent to be partners in the legal sense, notwithstanding the use of the word 

“partners” in a press release regarding the FDIC’s loss-sharing program.20 We 

agree.

C. Control

The third section 152.052 factor is the “participation or right to 

participate in control of the business,” and it is the most important issue in 

this appeal. The district court set out the correct legal standards for finding 

control under Texas law. The district court reiterated that control, “like the 

sharing of profits, has been traditionally viewed as one of the most important 

factors in determining the existence of a partnership.”21 In Ingram, the Texas 

Supreme Court explained that “[t]he right to control a business is the right to 

make executive decisions.” The district court cited further rules from Texas 

cases:

Facts that may indicate the right to control the 

business include “exercising authority over the 

business’s operations, the right to write checks on the 

business’s checking account, control over and access to 

the business’s books, and receiving and managing all 

of the business’s assets and monies.” Texas courts 

have noted, however, that mere input into the 

operations of the business does not constitute evidence 

of a right to control the business. Furthermore, 

performing administrative tasks for the business does 

20 Id. at *6-7.

21 Id. at *7 (citing Westside Wrecker Serv., Inc. v. Skafi, 361 S.W.3d 153, 171 (Tex. Ct. 

App. 2011)).

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not evidence a party’s control over the operations of 

the business.22

Although the district court set out the correct standards under Texas 

law, it misinterpreted the PAA and LSA’s provisions granting the FDIC certain 

oversight authority and erroneously concluded that the FDIC had control over 

BB&T’s business.

First, as the district court conceded, “Much of the language in the PAA 

and LSA evidence an intent to sell and transfer outright all of the FDIC’s 

interest in the subject assets.”23 By way of example, the district court quoted 

from Article 3.1 of the PAA, which provides that BB&T “purchases from the 

[FDIC], and the [FDIC] hereby sells, assigns, transfers, conveys, and delivers 

to [BB&T], all right, title, and interest of the [FDIC] in and to all of the 

assets . . . .”24 The district court also noted that another district court has 

concluded that the FDIC did not form a joint venture with a private company 

through an LSA which used identical language.25

Despite acknowledging correctly that the PAA and LSA effected a total 

transfer of assets from BB&T, the district court concluded that the agreements 

nevertheless gave the FDIC enough control to rise to the level of a partnership.

First, the district court found significant the PAA’s requirement that 

BB&T “preserve and maintain for the joint benefit of the [FDIC] . . . and 

[BB&T], all Records of which it has custody for such period as . . . the [FDIC] 

. . . in its discretion may require . . . .”26 It cited other provisions requiring 

22 Id. (citations omitted) (see Sewing v. Bowman, 371 S.W.3d 321, 334 (Tex. Ct. App.

2012); Rojas, 393 S.W.3d at 841; Knowles v. Wright, 288 S.W.3d 136, 147 (Tex. Ct. App. 2009); 

and Big Easy Cajun Corp. v. Dall. Galleria Ltd., 293 S.W.3d 345, 349 (Tex. Ct. App. 2009)).

23 Id. at *8.

24 Id.

25 Id. (citing Bank of the Ozarks v. IS Motel Corp., No. 4:12-CV-0024-HLM, 2012 WL 

1134733 (N.D. Ga. Apr. 2, 2012)).

26 Id. at *8 (quoting PAA).

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BB&T to keep books and provide auditor reports to allow the FDIC to 

determine BB&T’s compliance with the PAA and LSA.27

Second, the district court reasoned that the standards of care required of 

BB&T under the PAA and LSA are similar to standards of care for partners 

under Texas law,28 such as the duty to act in good faith and the duties of loyalty 

and care. It based this conclusion on the LSA’s requirement that BB&T obtain 

FDIC approval before entering into a transaction with one of BB&T’s affiliates 

and before taking any action to the detriment of transferred assets, as well as 

the LSA’s requirement that BB&T exercise “best business judgment” and use 

its “best efforts to maximize collections.”29

Third and finally, the district court found that “the PAA and LSA provide 

the FDIC with the right to exercise authority over BB&T’s administration, 

management, and collection of subject assets” even though “the FDIC does not 

conduct the day-to-day affairs of the business” because BB&T is required to 

“collaborate” with the FDIC.30 Specifically:

The terms of the LSA provide the FDIC with explicit 

authority over the operation of the business. Under 

the LSA, the FDIC need not make a payment to BB&T 

if the FDIC determines that the charge-off “should not 

have been effected by [BB&T].” The FDIC may require 

BB&T to assign, transfer, and convey any asset back 

to the FDIC if the FDIC “determines in its discretion 

that [BB&T] [are] not diligently pursuing collection 

efforts . . . .” The LSA requires BB&T to prioritize its 

management and collection efforts, stating that BB&T

must “use [its] best efforts to maximize collections 

with respect to [subject assets] . . . without regard to 

the effect of maximizing collections on [non-subject 

assets] . . . .” Additionally, BB&T are prohibited from 

27 Id.

28 Id. at *9.

29 Id.

30 Id.

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assigning or transferring their rights under the LSA 

without the FDIC’s prior written consent, which can 

be withheld in the FDIC’s “sole discretion.” Moreover, 

the LSA provides that BB&T must reimburse the 

FDIC for any recoveries made on the subject assets. 

Furthermore, the LSA states that BB&T are 

“responsible to the [FDIC] . . . in the performance of its 

duties.” Under the terms of the LSA, the FDIC has 

authority to oversee and control how BB&T manages, 

collects, and recovers the subject assets—what 

Plaintiff refers to as “the core functions of the

business.”31

We conclude that these provisions, whether viewed in isolation or 

together, do not rise to partnership-level control under Texas law. Rather, they

grant the FDIC reasonable oversight to ensure that BB&T carries out the

contracts entered into by two unrelated entities.

All of the provisions must be interpreted in the context of the full PAA 

and LSA. The purpose of the agreements is to ensure that BB&T maximizes 

recovery on the transferred assets, not because the FDIC will share in the 

profits (as established above, it cannot) but because any loss realized by BB&T 

will be borne largely by the FDIC through the 80% reimbursement provision.

It is significant that the provisions the district court focused on are all 

intended to limit the FDIC’s potential downside due to BB&T’s fault. First, 

because the FDIC is required to pay 80% of covered losses, it is no surprise that 

it would want the ability to access and audit BB&T’s books. The LSA 

specifically states that the purpose of this oversight is to determine compliance

with the agreements.

Second, we do not agree that the standards of care under the PAA and 

LSA are equivalent to a partner’s standard of care under Texas law. The 

31 Id. (citations and footnotes omitted).

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standards set out in the PAA and LSA are all intended to limit the FDIC’s 

liability under the 80% reimbursement scheme, not establish an across-theboard fiduciary duty. The provisions requiring BB&T to obtain approval before 

entering into a transaction with a BB&T affiliate or taking an action which 

would reduce the value of a subject asset are limited requirements that would

help prevent the FDIC from having to reimburse BB&T for a loss caused by 

BB&T’s own actions. Similarly, the “best business judgment” and “best efforts 

to maximize collections” language does not necessarily signify a partnership 

obligation because similar duties are also found in contracts between nonpartners.32 The LSA is silent as to how BB&T is to carry out any profit-making 

activity.

If the PAA and LSA actually created a partnership, the law would supply 

broad standards of care. There would be no need to set out the specific—and 

more limited—restrictions found in the PAA and LSA. These contractual 

provisions are useful precisely because they are the only source of a duty.

Finally, all of the provisions cited by the district court supposedly 

establishing the FDIC’s control over BB&T’s everyday operations are, like the 

other oversight provisions, merely intended to limit the FDIC’s liability under 

the 80% reimbursement scheme. The FDIC never exercised control over 

BB&T’s profits, only BB&T’s actions which might lead to a loss for which the 

FDIC would be 80% liable. The FDIC could refuse payment if it determined 

32 See, e.g., Moreno v. Summit Mortg. Corp., 364 F.3d 574, 575 (5th Cir. 2004) (under 

certain conditions, one mortgage company was required to use best efforts to close a loan and 

sell it to a separate mortgage company); Esty v. Beal Bank S.S.B., 298 S.W.3d 280, 289 (Tex. 

Ct. App. 2009) (bank agreed to use best efforts to secure loan approval and commitment letter 

for a customer).

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that BB&T should not have taken a loss; it could require BB&T to transfer an 

asset back to the FDIC if BB&T was not diligently pursuing collection efforts; 

and it could refuse to allow BB&T to assign or transfer its rights under the 

LSA. All of these provisions are designed to limit the FDIC’s exposure as much 

as possible while granting BB&T free rein to manage its day-to-day affairs as 

it sees fit.

Examining the PAA and LSA closely, we cannot find the requisite level 

of control to indicate a partnership. The FDIC no longer owns any of the subject 

assets and cannot receive any of the profits from BB&T’s sales, but it is 

required to reimburse BB&T 80% of any loss. The oversight and protective 

provisions in favor of the FDIC left BB&T relatively free to run its day-to-day 

affairs profitably however it wished but gave the FDIC the ability to protect 

itself from unnecessary losses caused by BB&T. Those provisions do not signify 

a partnership but rather a prudent contract. In sum, the PAA and LSA do not 

grant the FDIC the right to make executive decisions over BB&T’s day-to-day 

operations.

Thus, we conclude that the district court erred as a matter of law in 

interpreting the PAA and LSA to find control. This factor is not present here.

D. Sharing of Losses

The PAA and LSA explicitly agreed to share losses. Thus, this factor is 

present.

E. Contribution of Money or Property

It is uncontested that the FDIC never contributed money or property to 

the business, so this factor is not met.

F. Conclusion

We agree with the district court’s determination that the FDIC and 

BB&T did not share profits, that they did not express an intent to be partners, 

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and that the FDIC did not contribute money or property to the purported 

partnership. We also agree that the FDIC and BB&T agreed to share losses.

Contrary to the district court, we conclude, as a matter of law, that the PAA 

and LSA did not grant the FDIC partnership-level control over BB&T’s 

business.

Thus, the only partnership factor present here is the sharing of losses. 

Under Texas law, “[e]ven conclusive evidence of only one factor normally will 

be insufficient to establish the existence of a partnership.”33 Texas law treats 

“sharing profits as well as control over the business” as “probably . . . the most 

important factors.”34 The sharing of losses is an ambiguous factor which is not 

a hallmark of partnership formation under Texas law. We therefore conclude 

that there is no partnership between the FDIC and BB&T as a matter of law 

and that Eagle necessarily is the only proper party plaintiff to this suit.

Because complete diversity exists between the proper parties to this suit and 

the amount in controversy exceeds $75,000, there is diversity jurisdiction 

under 28 U.S.C. § 1332(a). 

IV. CONCLUSION

For the reasons set forth above, we conclude that there is no partnership 

between Eagle and the FDIC and that complete diversity therefore exists in 

this action. Accordingly, we REVERSE and REMAND for further proceedings 

consistent with this opinion.

33 Ingram, 288 S.W.3d at 904. 34 Id. at 896.

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