**UN PUBLISHED** 
UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

**No. 14**  **- 1944** 

THE TRAVELERS INDEMNITY COMPANY OF AMERICA, Plaintiff

– Appellant,

v. PORTAL HEALTHCARE SOLUTIONS, L
. L
. C
. , Defendant

– Appellee.

------------------------------ AMERICAN INSURANCE ASSOCIATION; COMPLEX INSURANCE CLAIMS LITIGATION ASSOCIATION, Amici Supporting Appellant.
Appeal from the United States District Court for the Eastern District of Virginia , at Alexandria
. Gerald Bruce Lee , District Judge. ( 1:13

- cv - 00917

- GBL

- IDD )
Argued : March 2 4 , 201 6 Decided: April 11, 2016

Before KING , DIAZ , and HARRIS , Circuit Judges
. Record supplemented and judgment a ffirmed by un published per curiam opinion
.

**ARGUED:** G. Eric Brunstad, Jr., DECHERT LLP, Hartford, Connecticut, for Appellant. John Janney Rasmussen, INSURANCE RECOVERY LAW GROUP, PLC, Richmond, Virginia, for Appellee. **ON BRIEF:**  Kate M. O’Keeffe, DECHERT LLP, Hartford, Connecticut; John Becker Mumford, Jr., Kathryn Elizabeth Kasper, HANCOCK,2 DANIEL, JOHNSON & NAGLE, P.C., Glen Allen, Virginia, for Appellant. Laura A. Foggan, Matthew W. Beato, WILEY REIN LLP, Washington, D.C., for Amici Curiae.
Unpublished opinions are not binding precedent in this circuit.3 PER CURIAM: The Travelers Ind emnity Company of America appeals from a n order entered in the Eastern District of Virginia directing it
to defend its insured , Port al Healthcare Solutions, L.L.C. , against a civil lawsuit pending in New York state court. As explained below, we are satisf ied to supplement the record on appeal and affirm the judgment on the reasoning of the district
court. See Travelers Indem. Co. of Am. v. Portal Healthcare Sols., L.L.C. , 35 F. Supp. 3d 765 (E.D. Va. 2014) (the “Opinion”)
.

I. On April 18, 2013, Dara Halliday and Teresa Green filed a class

- action complaint in New York on behalf of themselves and others (the “class

- action complaint”). Th e class

- action complaint allege s that Portal and other s engaged in conduct that resulted in the plaintiffs’ private m edical records being on the internet for more than four months. During th e alleged tortious conduct , Portal was the insured under two insurance policies issued by Travelers , one that spanned the period from Janu ary 2012 to January 2013, and another that r an from January 2013 to January 2014 (together, the “Policies”). On July 30, 2013, Travelers sued Portal in the Eastern District of Virginia, seeking a declaration that it is not4 obliged to defend Portal against the claims in the class

- action complaint. That i s so, Travelers maintains, because the class

action complaint fails to allege a covered publication by Portal . Travelers and Portal each moved for summary judgment on the duty

- to

- defend issue. On July 17, 2014, the district court rul ed from the bench that Travelers is duty bound under the Policies to defend Portal against the class

- action complaint
. It thus granted summary judgment in favor of Portal , as memorialized in its O pinion. This appeal ensued , and we possess jurisdiction pursuant to 28 U.S.C. § 1291.

II. Although not raised in the district court, we noted a
po tential defect in the declaratory judgment proceedings concerning subject matter jurisdiction. In its complai nt for declaratory relief , Travelers avers that it i s a Connecticu t corporation and that Portal i s a limited liability company organized and existing under the laws of Nevada, with its principal p lace of business in Virginia. According to Travelers, the district court possessed subject matter jurisdic tion pursuant to 28 U .S.C. § 1332 , based on diversity of citizenship. Because Portal is a limited liability company rather than a corporation, however, its citizenship for purposes of diversity5 jurisdiction turns not on its place of formation or principal place o f business, b ut on the citizenship of Portal’s members.
See Cent. W. Va. Energy Co. v. Mountain State Carbon, L.L.C. , 636 F.3d 101, 103 (4th Cir. 2011); accord Johnson v. Columbia Props. Anchorage, L.P. , 437 F.3d 894, 899 (9th Cir. 2006) (collecting rulings of various court s of appeals that limited liability companies possess citizenship of their members for purposes of diversity jurisdiction). Neither Travelers’s complaint nor the original record on appeal revealed the citizenship of Portal’s members. Accordi ngly, o n March 9, 2016,

our Clerk asked the parties to address subject matter jurisdiction at oral argument. On March 21, 2016, three days prior to oral argument , the parties sought to supplement the record on appeal with a S tipulation , pursuant to Federa l Rule of Appellate Procedure 10(e), identifying Portal’s three members and stipulating that

one was a citizen of Virginia and that the two others were foreign nationals when Travelers filed its complaint. As a result , Travelers and Portal agreed that they a re completely diverse for purposes of § 1332 jurisdiction
. C onsistent with the statutory prescription that “[d]efective allegations of jurisdiction may be amended, upon terms, in the trial or appellate courts,” see 28 U.S.C. § 1653, w e hereby grant the Rule 10(e) motion to supplement the record on appeal
. W e are6 now also satisfied that Travelers and Portal have adequately established diversity jurisdiction
. S ee Trans Energy, Inc. v. EQT Prod. Co. , 74 3 F.3d 895, 901 (4th Cir. 2014). *

III. Turning to the substance of Travelers’s appeal, we commend the district court for its sound legal analysis. The court correctly explained that it was required under Virginia law to “follow the ‘Eight Corners’ Rule” by looking to “the four corners of the underlying [class

- action] complaint” and “the four corners of th e underlying insurance policies ” to determine whether Travelers is obliged to defend Portal. See Travelers , 35 F. Supp. 3d at 769 (relying on Fuisz v. Selective Ins. Co. , 61 F.3d 238, 24 2 (4th Cir. 1995)). The court also made clear

* I t is not uncommon that litigants and trial courts fail to identify and litigate jurisdictional issues. See , e.g. , Stahle v. CTS Corp. ,
___ F.3d

___ , No. 15

- 1001, 2016 WL 806087, at *2 n.1 (4th Cir. Mar. 2, 2016). In such circumstances , certain of our sister circuits rema nd “ for further development of the jurisdictional record .” See Si loam Springs Hotel, L.L.C. v. Century Sur. Co. , 781 F.3d 1233, 1239 (10th Cir. 2015); Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C. , 374 F.3d 1020, 1020

- 21 (11th Cir. 2004) (per cu riam)
. W e encourage litigants and their counsel

— as well as the district courts

— to resolve jurisdictional omissions promptly , before addressing other aspects of disputes that the federal courts may lack the power to decide
. See United States v. Wilson , 699 F.3d 789, 793 (4th Cir. 2012) (explaining that, absen t subject matter jurisdiction, “a court can only decide that it does not have jurisdiction”).7 that, “[u]nder Virginia law, an insurer’s duty to defend an insured ‘is broader than its obligation to pay’ or indemnify an insured,” see id. (quoting Brenner v. Lawyers Title Ins. Corp. , 397 S.E.2d 100, 102 ( Va. 1990)), and that the insurer must “use ‘language clear enough to avoid .
. . ambiguity’ if there are particular types of coverage that it does not want to provide , ”

s ee id. (quoting St. Paul Fire & Marine Ins. Co. v. S.L. Nusbaum
& Co. , 316 S.E.2d 734, 736 (Va. 1984) (per curiam) ). Applying the foregoing principles, the Opinion concluded that the class

- action complaint “at least potentially or arguably” alleges a “publication” of private medical information by Portal that constitutes conduct covered un der the Policies.
See Travelers , 35 F. Supp. 3d at 771 (internal quotation marks omitted). S uch conduct, if proven, would have given “unreasonable publicity to, and disclose [ d ] information about, patients’ private lives,” because any member of the public with an internet connection could have viewed the plaintiffs’ private medical records during the time the records were available online
. See id. at 772 (internal quotation marks omitted and alteration in original )
. Put succinctly, we agree with the Opinion that Travelers has a duty to defend Portal against the class

- action complaint
. Given the eight corners of the pertinent documents, Travelers’s efforts to pars e alternative dictionary definition s do not8 absolve it of the duty to defend Portal. See Seals v. Erie Ins. Exch. , 674 S.E.2d 860, 862 (Va. 2009) (observing that the courts “have been consistent in construing the language of [insurance] policies, where there is doubt as to their meaning, in favor of that interpretation which grants coverage, rathe r than that which withholds it” (quoting St. Paul Fire & Marine Ins. Co. , 316 S.E.2d at 736) )
. Having carefully assess ed the record and the written submissions , together with the argument of counsel, we discern no error. We are therefore content to affirm the judgment on the reasoning of the district court.
RECORD SUPPLEMENTED AND JUDGMENT AFFIRMED