United States Court of Appeals

for the Fifth Circuit ____________

No. 23-50419

____________

Charter Communications, Incorporated; Time Warner 

Cable Texas, L.L.C., 

Plaintiffs—Appellees, 

versus

Prewitt Management, Incorporated, as General Partner of 

WAP, Limited, a Texas Limited Partnership; WAP, Limited, a Texas 

Limited Partnership, 

Defendants—Appellants. 

______________________________

Appeal from the United States District Court 

for the Western District of Texas

USDC No. 1:16-CV-1268

______________________________

Before Richman, Chief Judge, and Oldham and Ramirez, Circuit 

Judges.

Per Curiam:*

Charter Communications, Inc. and Time Warner Cable Texas, L.L.C. 

(collectively, Charter) sued Prewitt Management, Inc. and WAP, Ltd. 

(collectively, Prewitt), alleging federal and state-law claims. Before trial, 

_____________________

* This opinion is not designated for publication. See 5th Cir. R. 47.5.

United States Court of Appeals

Fifth Circuit

FILED

May 8, 2024

Lyle W. Cayce

Clerk

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No. 23-50419

Prewitt and Charter stipulated to the district court’s jurisdiction. In its 

memorandum opinion and order, the district court did not address 

subject-matter jurisdiction and resolved the case on the merits in Charter’s 

favor. Prewitt timely appealed.

Prewitt and Charter failed to “‘distinctly and affirmatively allege’ the 

citizenship of the parties.” Howery v. Allstate Ins. Co., 243 F.3d 912, 919 (5th 

Cir. 2001) (brackets omitted) (quoting Stafford v. Mobil Oil Corp., 945 F.2d 

803, 804 (5th Cir. 1991)). So in fulfilling our “independent obligation to 

assess subject matter jurisdiction before exercising the judicial power,” 

SXSW, L.L.C. v. Fed. Ins. Co., 83 F.4th 405, 407 (5th Cir. 2023), on April 3, 

2024, we directed Prewitt and Charter to file letter briefs addressing the 

requirements of diversity jurisdiction under 28 U.S.C. § 1332(a). They did so 

on April 12, 2024.

Federal courts have subject-matter jurisdiction under 28 U.S.C. 

§ 1332(a) “when the amount in controversy is satisfied and there is complete 

diversity of citizenship between the parties.” Vantage Drilling Co. v. HsinChi Su, 741 F.3d 535, 537 (5th Cir. 2014). Parties are completely diverse if

“the citizenship of each plaintiff is diverse from the citizenship of each 

defendant.” Caterpillar Inc. v. Lewis, 519 U.S. 61, 68 (1996). In this action, 

there are four parties—two corporations, one limited liability company 

(LLC), and one limited partnership (LP). Corporations are citizens of their 

state of incorporation and the state where they have their principal place of 

business. 28 U.S.C. § 1332(c)(1). LLCs are citizens of any state of which their

members are citizens. SXSW, 83 F.4th at 407–08. And LPs are citizens of 

any state of which their partners are citizens. Harvey v. Grey Wolf Drilling 

Co., 542 F.3d 1077, 1079 (5th Cir. 2008).

The citizenship of Prewitt Management, Inc. has been adequately 

articulated.

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Regarding Charter Communications, Inc., the citizenship allegations 

state that it is “a Missouri corporation with its principal offices in Stamford, 

Connecticut.” Under § 1332(c)(1), a corporation is a citizen of “every State 

and foreign state” in which it (1) is incorporated, and (2) has its “principal 

place of business.” Principal place of business is a term of art referring to 

where the “high level officers” of a corporation “direct, control, and 

coordinate the corporation’s activities.” Hertz Corp. v. Friend, 559 U.S. 77, 

92–93 (2010); see 13F Charles Alan Wright et al., Federal 

Practice & Procedure § 3625 (3d ed.) (Apr. 2023 Update). Whether 

the “principal offices in Stamford, Connecticut” constitute Charter 

Communications, Inc.’s “principal place of business” under § 1332(c)(1) is 

unclear. 

As for Time Warner Cable Texas, L.L.C., the parties stipulated1 that 

it is “a Delaware limited liability company with its principal offices in St. 

Louis, Missouri.” Charter’s letter brief does not identify any existing 

allegations or evidence in the record demonstrating Time Warner Cable 

Texas, L.L.C.’s citizenship.2 See Howery, 243 F.3d at 919. The identity of the 

members of the LLC and their citizenship for diversity purposes remain 

unclear. See Settlement Funding, L.L.C. v. Rapid Settlements, Ltd., 851 F.3d 

530, 536 (5th Cir. 2017) (“A party seeking to establish diversity jurisdiction 

must specifically allege the citizenship of every member of every LLC or 

partnership involved in a litigation.”).

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1 “[S]tipulations cannot create subject-matter jurisdiction.” Punch v. Bridenstine, 

945 F.3d 322, 330 (5th Cir. 2019).

2 Charter submitted two exhibits with its letter brief to demonstrate Time Warner 

Cable Texas, L.L.C.’s citizenship. We cannot consider those exhibits here. See MidCap 

Media Fin., L.L.C. v. Pathway Data, Inc., 929 F.3d 310, 315–16 (5th Cir. 2019).

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Similarly with WAP, Ltd., the parties stipulated that it is “a Texas 

limited partnership, and its members are residents of Texas and California.” 

Prewitt’s letter brief points to an agreement in the record purporting to 

identify some of WAP, Ltd.’s partners. This record evidence is an executed 

agreement from 1995, which does not demonstrate the citizenship of all of 

WAP, Ltd.’s partners at the time this action commenced. See Grupo Dataflux 

v. Atlas Glob. Grp., L.P., 541 U.S. 567, 570–71 (2004) (reiterating the general 

rule that diversity jurisdiction is determined based on the parties’ 

citizenships at the time of filing). Prewitt’s letter brief acknowledges the 

record lacks distinctions between “citizenship and residence for the 

individual members” of WAP, Ltd. See MidCap, 929 F.3d at 313 

(distinguishing citizenship and residency in this context). The identity of the 

partners of the LP and their citizenship for diversity purposesremain unclear.

See Settlement Funding, 851 F.3d at 536.

“[W]here jurisdiction is not clear from the record, but there 

is . . . reason to believe that jurisdiction exists,” remand to the district court 

for amendment of the jurisdictional allegations and supplementation of the 

record is appropriate.

3 Molett v. Penrod Drilling Co., 872 F.2d 1221, 1228 (5th 

Cir. 1989) (per curiam); see 28 U.S.C. § 1653.

* * *

Accordingly, we ORDER a limited remand to the district court to 

determine whether diversity jurisdiction exists. The Clerk of this court shall 

provide the district court with copies of our April 3, 2024 request for 

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3 Charter alleges that federal-question jurisdiction also exists. The district court 

has not ruled on that question. Because “we are a court of review, not of first view,” 

whether federal-question jurisdiction exists is best answered by the district court in the first 

instance. Rutila v. Dep’t of Transp., 12 F.4th 509, 511 n.3 (5th Cir. 2021) (citation and 

internal quotation marks omitted).

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supplemental briefing, the parties’ responses, and this opinion. We will 

retain the record unless it is requested by the district court. If the district 

court concludes that it has diversity jurisdiction, the Clerk of the district 

court shall promptly supplement the appellate record with copies of the new 

filings below and the district court’s opinion on jurisdiction and forward the 

supplemental record to this court. Upon return to this court no further 

briefing will be necessary unless a party elects to appeal the district court’s 

finding of jurisdiction, in which case supplemental letter briefs may be filed 

addressing this issue on a short briefing schedule to be established by the 

Clerk of this court. The case will be returned to this panel for disposition. If 

the district court concludes that it lacks jurisdiction, then it must vacate its 

judgment and dismiss the case.

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