UNPUBLISHED

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.

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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 24, 2016 Decided: April 11, 2016

Before KING, DIAZ, and HARRIS, Circuit Judges.

Record supplemented and judgment affirmed by unpublished per 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,
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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Unpublished opinions are not binding precedent in this circuit.
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PER CURIAM: 

The Travelers Indemnity Company of America appeals from an 

order entered in the Eastern District of Virginia directing it

to defend its insured, Portal Healthcare Solutions, L.L.C., 

against a civil lawsuit pending in New York state court. As 

explained below, we are satisfied 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”). The class-action 

complaint alleges that Portal and others engaged in conduct that 

resulted in the plaintiffs’ private medical records being on the 

internet for more than four months. During the alleged tortious

conduct, Portal was the insured under two insurance policies 

issued by Travelers, one that spanned the period from January 

2012 to January 2013, and another that ran 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 not 
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obliged to defend Portal against the claims in the class-action 

complaint. That is so, Travelers maintains, because the classaction 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 

ruled 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 Opinion. 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 

potential defect in the declaratory judgment proceedings

concerning subject matter jurisdiction. In its complaint for 

declaratory relief, Travelers avers that it is a Connecticut 

corporation and that Portal is a limited liability company 

organized and existing under the laws of Nevada, with its 

principal place of business in Virginia. According to 

Travelers, the district court possessed subject matter 

jurisdiction 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 diversity 
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jurisdiction turns not on its place of formation or principal 

place of business, but 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 courts 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. Accordingly, on 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 

Stipulation, pursuant to Federal 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 are completely 

diverse for purposes of § 1332 jurisdiction. Consistent 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, we hereby grant the 

Rule 10(e) motion to supplement the record on appeal. We are
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now also satisfied that Travelers and Portal have adequately

established diversity jurisdiction. See Trans Energy, Inc. v. 

EQT Prod. Co., 743 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 the 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, 242 (4th Cir. 1995)). The court also made clear 

 * It 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 remand “for further development 

of the jurisdictional record.” See Siloam 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 curiam). We 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, absent subject matter 

jurisdiction, “a court can only decide that it does not have 

jurisdiction”).
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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,” 

see 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 under the Policies. 

See Travelers, 35 F. Supp. 3d at 771 (internal quotation marks 

omitted). Such 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 parse alternative dictionary definitions do not
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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, rather than that 

which withholds it” (quoting St. Paul Fire & Marine Ins. Co., 

316 S.E.2d at 736)).

Having carefully assessed 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