Can you draft a legal memorandum?

Question from Nate, Can you draft a legal memorandum?

Answer from AI:

To: Partner, Litigation Department
From: Associate, Research Team
Date: June 2, 2026
Re: Whether a non‑resident can sue a California corporation in federal court under diversity jurisdiction

Issue

Does the federal court have subject‑matter jurisdiction over a lawsuit filed by a non‑resident plaintiff against a California‑registered corporation when the amount in controversy exceeds $75,000 and the parties are citizens of different states?

Relevant Facts (Illustrative)

• Plaintiff: Jordan Lee, a resident of Texas, alleges breach of contract and fraud.
• Defendant: Pacific Tech, Inc., a corporation incorporated in Delaware with its principal place of business in Los Angeles, California.
• Claim Amount: $120,000 in damages.
• Cause of Action: Contract formed in Texas, performance partially performed in California.

Discussion

1. Statutory Basis for Diversity Jurisdiction

• 28 U.S.C. § 1332 provides that federal courts have original jurisdiction over civil actions where the matter in controversy exceeds $75,000 and the parties are citizens of different states.
• The “amount‑in‑controversy” requirement is satisfied because the plaintiff seeks $120,000.

2. Determining Citizenship of the Parties

• Plaintiff: A natural person is a citizen of the state of domicile. Jordan Lee is domiciled in Texas, so the plaintiff is a citizen of Texas.
• Defendant (Corporation): Under 28 U.S.C. § 1332(c)(1), a corporation is deemed a citizen of both its state of incorporation (Delaware) and the state where it has its principal place of business (California).

Thus, the corporation is a citizen of both Delaware and California.

3. Complete Diversity Requirement

• Complete diversity exists when no plaintiff is a citizen of the same state as any defendant.
• Here, the plaintiff (Texas) shares no citizenship with either of the corporation’s citizenship states (Delaware, California). Therefore, complete diversity is present.

4. Potential Defenses to Diversity

• Domestic Relations Exception: Not applicable because the claim does not involve marriage, divorce, or child custody.
• Bankruptcy Exception: No bankruptcy proceeding is pending.
• Statutory Exceptions: None appear relevant to the factual scenario.

5. Forum‑Selection Considerations

• Even with diversity jurisdiction, the plaintiff may still be bound by any valid forum‑selection clause in the contract.
• If the contract contains a clause designating California state court, the plaintiff could be required to waive the federal forum unless the clause is found unenforceable under M/S Transport, Inc. v. United States, 352 U.S. 225 (1957).

6. Procedural Steps

1. File a complaint in the appropriate federal district court (e.g., the Northern District of California) citing diversity jurisdiction under § 1332.
2. Include a jurisdictional statement affirming the amount in controversy and complete diversity.
3. Prepare for a possible motion to dismiss under Fed. R. Civ. P. 12(b)(1) challenging jurisdiction.

Conclusion

Based on the statutory framework of 28 U.S.C. § 1332 and the illustrative facts, a federal court would have diversity jurisdiction over the plaintiff’s claim against Pacific Tech, Inc. The plaintiff meets the amount‑in‑controversy threshold, and complete diversity exists because the parties are citizens of different states. The plaintiff should file in federal court unless a binding forum‑selection clause or another exception applies.

Note: This memorandum provides a general analysis. Specific facts, contractual provisions, or additional defenses could alter the jurisdictional assessment. Consultation with a licensed attorney is recommended to tailor the strategy to the client’s particular circumstances.

References:

• 28 U.S.C. § 1332 (Diversity jurisdiction) – Cornell Legal Information Institute.
• M/S Transport, Inc. v. United States, 352 U.S. 225 (1957).