Mid-America Freight Logistics LLC v. Big Boy Freight, Inc. et al

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
MID-AMERICA FREIGHT 	)
LOGISTICS, LLC, 	)
)
Plaintiff, 	)
)
v. 	) 	No. 4:25-CV-1258 HEA
)
BIG BOY FREIGHT, et al., 	)
)
Defendants. 	)
OPINION, MEMORANDUM AND ORDER
This matter is before the Court on Plaintiff Mid-America Freight Logistics,
LLC’s Motion to Remand. (ECF No. 8). While the motion is fully briefed and ripe
for review, the Court requires additional information to determine whether it has
subject matter jurisdiction over this dispute. 	The Court, therefore, will hold
Plaintiff’s motion in abeyance and order Defendant Certain Underwriters at Lloyd’s
London 	Subscribing 	to 	Policy 	Number LA194037 	(“Certain 	Underwriters 	at
Lloyd’s”) to file an Amended Notice of Removal.
Background
On July 1, 2025, Plaintiff filed in state court a Petition against Big Boy
Freight, Inc., (“Big Boy”), Qualitas Insurance Company, (“Qualitas”), and Certain
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Underwriters at Lloyd’s.1 On August 21, 2025, Defendant Certain Underwriters at
Lloyd’s filed a Notice of Removal and removed the action to this District on the
basis of diversity jurisdiction pursuant to 28 U.S.C. § 1332. Plaintiff filed a motion
to remand, in which it argued, among other things, that Certain Underwriters at
Lloyd’s had failed to establish that there is diversity of citizenship in this case. After
review of the record, the Court finds Certain Underwriters at Lloyd’s Notice of
Removal and its disclosures are ambiguous and, as such, they fail to establish that
there is diversity of citizenship in this case.
Legal Standard
A case may be removed to federal court only if it could have been brought in
federal court originally. 28 U.S.C. § 1441; Peters v. Union Pac. R. Co., 80 F.3d 257,
260 (8th Cir. 1996). 	Therefore, either the diversity and amount in controversy
requirements of 28 U.S.C. § 1332 must be met, or the claim must be based upon a
federal question pursuant to 28 U.S.C. § 1331. The removing defendant bears the
burden of establishing federal jurisdiction by a preponderance of the evidence.
Knudson v. Sys. Painters, Inc., 634 F.3d 968, 975 (8th Cir. 2011).
A federal court has diversity jurisdiction where the matter in controversy
exceeds $75,000, and there is complete diversity of citizenship between plaintiffs
1 According to the parties, Big Boy has dissolved and is no longer an active corporation.
On September 17, 20258, following removal, Plaintiff voluntarily dismissed Qualitas from this
suit. (ECF No. 12).
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and defendants. 28 U.S.C. § 1332(a); Buckley v. Control Data Corp., 923 F.2d 96,
97, n.6 (8th Cir. 1991). Diversity jurisdiction attaches when all parties on one side
of the litigation are of a different citizenship from all of those on the other. See 28
U.S.C. § 1332(a)(1); Stouffer Corp. v. Breckenridge, 859 F.2d 75, 76 (8th Cir. 1988).
In Carden v. Arkoma Associates, 494 U.S. 185, 195-96 (1990), the Supreme Court
held that for diversity purposes, the citizenship of an unincorporated association is
the citizenship of each of the association’s members. See Buckley, 923 F.2d at 97
(applying Carden).
“It is settled, of course, that absent complete diversity a case is not removable
because the district court would lack original jurisdiction.” Exxon Mobil Corp. v.
Allapattah Servs., Inc., 545 U.S. 546, 564 (2005) (cited case omitted). 	Where
complete diversity of citizenship does not exist, 28 U.S.C. § 1447(c) requires a
district court to remand the case to state court for lack of subject matter jurisdiction.
Discussion
In moving to remand, Plaintiff argues Certain Underwriters at Lloyd’s has not
sufficiently 	established 	its 	citizenship. 	In 	its 	Notice 	of 	Removal, 	Certain
Underwriters at Lloyd’s avers the following:
Defendant [Certain Underwriters at] Lloyd’s is an unincorporated
association of underwriters subscribing to Policy Number LA194037.
It is based in London, England. The underwriting syndicate for said
Policy is MS Amlin Underwriting Limited Syndicate 2001. The
managing agent of MS Amlin Underwriting Limited Syndicate 2001 is
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MS Amlin Underwriting Limited, and its sole member is MS Amlin
Corporate Member Limited. Both MS Amlin Underwriting Limited and
MS Amlin Corporate Member Limited are private limited companies
incorporated in the United Kingdom with their principal place of
business in the United Kingdom.
(ECF No. 1 at 1-2).
Defendant Certain Underwriters at Lloyd’s also filed a Disclosure Statement,
and when asked to disclose “the name and citizenship of every individual or entity
whose citizenship is attributed to [Defendant Certain Underwriters at Lloyd’s],
including 	all 	members, 	sub-members, 	general 	and 	limited 	partners, 	and
corporations,” Defendant Certain Underwriters at Lloyd’s provided the following
information:
Policy 	Number 	LA194037 	was 	underwritten 	by 	MS 	Amlin
Underwriting Limited Syndicate 2001, an unincorporated association,
the managing agent of which is MS Amlin Underwriting Limited, a
private limited company incorporated in the United Kingdom with its
principal place of business in the United Kingdom. The corporate (and
sole) member is MS Amlin Corporate Member Limited, a private
limited company incorporated in the United Kingdom with its principal
place of business in the United Kingdom.
(ECF No. 3 at 2).
The Court finds the Notice of Removal and Disclosure Statement are
ambiguous and do not sufficiently set forth Defendant Certain Underwriters at
Lloyd’s citizenship. A brief overview of the structure of Lloyd’s of London, which
is unusual, illuminates why.
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Lloyd’s 	of 	London 	is 	not 	an 	insurance 	company, 	but 	rather 	it 	is 	an
organization that provides infrastructure for an international insurance market.
Underwriters at Lloyd’s, London v. Osting-Schwinn, 613 F.3d 1079, 1083 (11th Cir.
2010) (“Osting-Schwinn”). Individual underwriters, known as “Names” are admitted
to Lloyd’s of London. 	Id. They must meet certain solvency requirements and are
subject to Lloyd’s of London’s bylaws and regulations. These Names can be people
or corporate entities, and they assume the risk of the insurance loss. Id. “Critical to
the diversity jurisdiction question, Names are not only British citizens, but [they]
may be of many nationalities.” Id. (citing Lloyd’s Act, 1982, c.14, pmbl. (5)).
Names form associations called syndicates, which are organized and managed
by a fiduciary called a Managing Agent. Id. Syndicates underwrite insurance
policies, but they do not bear the risk of the policies they underwrite. Id. The Names
in a syndicate (or sometimes multiple syndicates) cumulatively assume the risk of a
particular policy. Names assume individual percentages of the underwriting risk. Id.
Importantly, syndicates are not incorporated, but rather they are unincorporated
associations. Id.
In this case, Plaintiff has sued “Certain Underwriters at Lloyd’s London
Subscribing to Policy Number LA194037.” Defendant Certain Underwriters at
Lloyd’s stated in the Notice of Removal and Disclosure Statement that Policy
Number LA194037 was underwritten by a syndicate called MS Amlin Underwriting
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Limited 	Syndicate 	2001, 	an 	unincorporated 	association. 	Defendant 	Certain
Underwriters did not provide the Names of the syndicate but disclosed that the
Managing Agent of the syndicate is MS Amlin Underwriting Limited, a private
limited company incorporated in the United Kingdom with its principal place of
business in the United Kingdom.2 Defendant Certain Underwriters of Lloyd’s then
states in its Notice of Removal that “its sole member is MS Amlin Corporate
Member Limited[,]” a private limited company incorporated in the United Kingdom
with its principal place of business in the United Kingdom.” (ECF No. 1 at 2). It is
unclear to which entity “its” is referring. The Court has carefully reviewed
Defendant Certain Underwriters of Lloyd’s Disclosure Statement and finds that it
does not clarify the issue. After reading the Notice of Removal and the Disclosure
Statement, the Court is left wondering: is MS Amlin Corporate Member Limited the
sole member of MS Amlin Underwriting Limited, the Managing Agent; or is MS
Amlin Corporate Member Limited the sole member of MS Amlin Underwriting
Limited Syndicate 2001, the syndicate?
2Federal courts have held that a private limited company organized under the laws of the
United Kingdom is treated as a corporation for purposes of diversity jurisdiction citizenship, as it
is “sufficiently similar to an American corporation[.]” Brink’s Co. v. Chubb Eur. Grp. Ltd., No.
3:20-CV-520-HEH, 2020 WL 6829870, at *5 (E.D. Va. Nov. 20, 2020). 	See also de InterRad
Med., Inc. v. Aquilant Ltd., No. 23-CV-3709 (ECT/DTS), 2024 WL 913343, at *4 (D. Minn. Mar.
4, 2024), appeal dismissed, No. 24-1563, 2024 WL 4216994 (8th Cir. May 29, 2024) (finding
British private limited company was the equivalent of an American corporation).
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In its Surresponse, which was filed with leave of Court, Defendant Certain
Underwriters of Lloyd’s addresses for the first time and in one paragraph Plaintiff’s
argument regarding its citizenship, and it writes, “[a]s stated in Defendant [Certain
Underwriters of Lloyd’s] Notice of Removal, the sole member of the MS Amlin
Underwriting Limited Syndicate 2001 is MS Amlin Corporate Member Limited,
which is incorporated in the United Kingdom and has its principal place of business
in the United Kingdom.” (ECF No. 16 at 5). This language does clarify somewhat
the statements in the Notice of Removal and the Disclosure Statement, but the Court
remains unconvinced. Based on the following, there is reason to believe the
statement in Certain Underwriters of Lloyd’s Surresponse is not accurate.
As stated above, Defendant Certain Underwriters of Lloyd’s disclosed that the
policy at issue is underwritten by a syndicate, MS Amlin Underwriting Limited
Syndicate 	2001, 	which 	is 	an 	unincorporated 	association. 	By 	definition, 	an
unincorporated association is not a corporation or private limited company; it is an
organization or group that is comprised of multiple people or entities. Black’s Law
Dictionary (12th ed. 2024) (defining associations as an “unincorporated organization
that is not a legal entity separate from the persons who compose it”). 	Indeed, as
Certain 	Underwriters 	of Lloyd’s 	stated in 	its Notice of Removal, it is 	“an
unincorporated association of underwriters.” (ECF No. 1 at 1) (emphasis added).
Moreover, by definition, a syndicate is also a group of persons or entities. Black’s
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Law Dictionary (12th ed. 2024) (defining syndicate as “[a] group organized for a
common purpose; esp[ecially], an association formed to promote a common interest,
carry out a particular business transaction … .”). Finally, in the Court’s experience,
syndicates at Lloyd’s of London have many underwriters as members, which are
called Names. See discussion supra; Penrod Drilling Co. v. Johnson, 414 F.2d 1217,
1222 (5th Cir. 1969) (Lloyd’s syndicates are classic examples of unincorporated
associations; they are “bod[ies] of persons acting together, without a charter, but
upon the methods and forms used by corporations, for the prosecution of some
common enterprise.”) (citation and quotation marks omitted).
As Defendant Certain Underwriters of Lloyd’s clarification was made in a
legal memorandum, which is not evidence, and it raises more questions than
answers, the Court finds that Defendant Certain Underwriters of Lloyd’s has failed
to meet its burden of establishing federal jurisdiction by a preponderance of the
evidence. Knudson, 634 F.3d at 975.
The Court will grant Defendant Certain Underwriters of Lloyd’s fourteen (14)
days to file an Amended Notice of Removal, in which it must show the existence of
the requisite complete diversity of citizenship of the parties and the minimum amount
in controversy. Under the prevailing view that syndicates of Lloyd’s of London are to
be treated as unincorporated associations for purposes of federal diversity jurisdiction,
which this Court adopts, the requirement of complete diversity must be analyzed with
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respect to the citizenship of each member-underwriter (also known as Name) of each
syndicate that subscribed to insurance Policy Number LA194037. Carden, 494 U.S.
at 195–96; Osting-Schwinn, 613 F.3d at 1088-89; Prewitt Enters., Inc. v. Org. of
Petroleum Exporting Countries, 353 F.3d 916, 921 n. 6 (11th Cir. 2003); E.R. Squibb
& Sons, Inc. v. Accident & Cas. Ins. Co., 160 F.3d 925 (2d Cir. 1998); Indiana Gas
Co. v. Home Ins. Co., 141 F.3d 314 (7th Cir. 1998).3 In other words, each Name that
is underwriting the policy at issue in this case must be diverse from Plaintiff. Id.
Therefore, in its Amended Notice of Removal, Defendant Certain Underwriters of
Lloyd’s must identify and unambiguously establish the citizenship of each of the
members or Names in the syndicate(s) that is underwriting Policy Number LA194037.
Failure to comply timely with this order will result in the remand of this action to the
state court from which it was removed for lack of subject matter jurisdiction.
Accordingly,
3 The Court is aware that in Burnett v. Lloyd’s of London, 710 F.2d 488, 489 n.1 (8th Cir.
1983) (per curiam), the Eighth Circuit stated in a footnote that Lloyd’s of London was a “British
corporation.” The Court does not consider this statement to be binding precedent. First, the Eighth
Circuit’s statement is factually incorrect – Lloyd’s of London is not a corporation. Further, Lloyd’s
of London is not a party to this suit, but rather the individual member-underwriters are. In addition,
citizenship was not in dispute in Burnett, and the opinion did not discuss or analyze Lloyd’s of
London’s complex and unusual structure. 	Lastly, Burnett was decided some years prior to the
Supreme Court’s decision in Carden.
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IT IS HEREBY ORDERED that within fourteen (14) days of the date of this
Order, Defendant Certain Underwriters at Lloyd’s London Subscribing to Policy
Number LA194037 shall file with the Court an Amended Notice of Removal that
provides evidence of the following:
(1) The 	name 	of 	the 	syndicate(s) 	that 	is 	underwriting 	Policy 	Number
LA194037;
(2) The identity of the members (“Names”) of the association that forms the
syndicate(s) that is underwriting Policy Number LA194037;
(3) The citizenship for each Name in the syndicate(s) that is underwriting
Policy Number LA19403, including the state or foreign country of
principal place of business for Names that are corporations or private
limited companies, and the state or foreign country of citizenship of all
members 	of 	any 	Names 	that 	are 	limited 	liability 	companies 	or
partnerships.
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IT IS FURTHER ORDERED that if Defendant Certain Underwriters at
Lloyd’s London Subscribing to Policy Number LA194037 does not timely and fully
comply with this order, this action will be remanded to the state court from which it
was removed for lack of subject matter jurisdiction.
Dated this 11th day of December, 2025.
________________________________
HENRY EDWARD AUTREY
UNITED STATES DISTRICT JUDGE
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