certainty, predictability and uniformity of result

In September 2007, respondents Melinda Friend and John Nhieu, two California citizens, sued petitioner, the Hertz Corporation, in a California state court. They sought damages for what they claimed were violations of California’s wage and hour laws. They requested relief on behalf of a potential class composed of California citizens who had allegedly suffered similar harms. Hertz filed a notice seeking removal to a federal court. Hertz claimed that the plaintiffs and the defendant were citizens of different States. To support its position, Hertz submitted a declaration by an employee relations manager that sought to show that Hertz’s principal place of business was in New Jersey, not in California. The declaration stated, among other things, that Hertz operated facilities in 44 States and that California accounted for 273 of Hertz’s 1,606 car rental locations, about 2,300 of its 11,230 full-time employees, about $811 million of its $4,371 billion in annual revenue, and about 3.8 million of its approximately 21 million annual transactions. The declaration also stated that the leadership of Hertz and its domestic subsidiaries is located at Hertz’s corporate headquarters in Park Ridge, New Jersey, that its core executive and administrative functions are carried out there and to a lesser extent in Oklahoma City, Oklahoma, and that its major administrative operations are found at those two locations. The District Court of the Northern District of California accepted Hertz’s statement of the facts as undisputed. But it concluded that Hertz was a citizen of California. Applying Ninth Circuit precedent, the court found that the plurality of each of the business activities at issue was in California. The differential between the amount of those activities in California and the amount in the next closest state was significant. The District Court consequently remanded the case to the state courts. Hertz appealed the District Court’s remand order to the Ninth Circuit, which affirmed in a brief memorandum opinion. Hertz filed a petition for certiorari, and in light of differences among the Circuits in the application of the test for corporate citizenship, the Supreme Court granted the writ. Respondents pointed out that the statute permitting Hertz to appeal the District Court’s remand order to the Court of Appeals constitutes an exception to a more general jurisdictional rule that remand orders are not reviewable on appeal. They argued that Congress intended to permit review of a remand order only by a court of appeals, not by the Supreme Court.

On October 4, 1960, a commercial airliner scheduled to fly from Boston to Philadelphia plunged into Boston Harbor shortly after departing from a Boston airport. This crash led to the institution of over 150 actions for personal injury and wrongful death against the airline, manufacturers of the aircraft, the United States, and in some cases the Massachusetts Port Authority. More than 100 of these actions were brought in the United States District Court for the District of Massachusetts. More than 45 actions were instituted in the United States District Court for the Eastern District of Pennsylvania. The present case involves 40 wrongful death actions brought in the Eastern District of Pennsylvania by personal representatives of victims of the crash. These plaintiffs are described as Pennsylvania fiduciaries representing the estates of Pennsylvania decedents. The defendants moved under 28 U.S.C. § 1404(a) to transfer these actions to the District of Massachusetts. The defendants alleged that most of the witnesses resided there and that over 100 other actions were already pending in that district. The District Court granted the defendants' motion to transfer the actions. The plaintiffs sought a writ of mandamus from the Court of Appeals for the Third Circuit. The Court of Appeals held that the District Court had erred and should vacate its transfer order. The Court of Appeals concluded that a transfer could be granted only if the plaintiffs had qualified to sue in Massachusetts at the time the suits were brought in Pennsylvania. The Supreme Court granted certiorari to review important questions concerning the construction and operation of § 1404(a). Prior citations in the case include the District Court decision at 204 F. Supp. 426 and the Court of Appeals decision at 309 F. 2d 953.

Ralph Hague, a Wisconsin resident who had been employed in Red Wing, Minnesota, for the fifteen years preceding his death, died of injuries suffered when a motorcycle on which he was a passenger was struck from behind by an automobile. The accident occurred in Pierce County, Wisconsin, immediately across the Minnesota border from Red Wing. The operators of both vehicles were Wisconsin residents, as was the decedent, who resided with respondent in Hager City, Wisconsin. Mr. Hague held a policy issued by petitioner Allstate Insurance Co. covering three automobiles owned by him. The policy contained an uninsured motorist clause insuring him against loss incurred from accidents with uninsured motorists. The uninsured motorist coverage was limited to $15,000 for each automobile. After the accident, respondent moved to Red Wing, Minnesota. She subsequently married a Minnesota resident and established residence with her new husband in Savage, Minnesota. At approximately the same time, a Minnesota Registrar of Probate appointed respondent personal representative of her deceased husband’s estate. Following her appointment, she brought this action in Minnesota District Court seeking a declaration under Minnesota law that the $15,000 uninsured motorist coverage on each of her late husband’s three automobiles could be stacked to provide total coverage of $45,000. Allstate defended on the ground that whether the three uninsured motorist coverages could be stacked should be determined by Wisconsin law. Allstate pointed out that the insurance policy was delivered in Wisconsin, the accident occurred in Wisconsin, and all persons involved were Wisconsin residents at the time of the accident. The Minnesota District Court interpreted Wisconsin law to disallow stacking. Nevertheless, the court concluded that Minnesota’s choice-of-law rules required the application of Minnesota law permitting stacking. The court refused to apply Wisconsin law as inimical to the public policy of Minnesota and granted summary judgment for respondent. The Minnesota Supreme Court, sitting en banc, affirmed the District Court. The court interpreted Wisconsin law to prohibit stacking and applied Minnesota law after analyzing the Minnesota contacts and interests within the analytical framework developed by Professor Leflar. The United States Supreme Court granted certiorari to determine whether the Due Process Clause of the Fourteenth Amendment or the Full Faith and Credit Clause bars the Minnesota Supreme Court’s choice of substantive Minnesota law.

Examen, Inc. was a Delaware corporation engaged in providing web-based legal expense management solutions. VantagePoint Venture Partners, Inc. was a Delaware limited partnership that owned eighty-three percent of Examen’s outstanding Series A Preferred Stock, consisting of 909,091 shares, and no shares of Common Stock. On February 17, 2005, Examen and Reed Elsevier executed a Merger Agreement scheduled to expire on April 15, 2005, if not closed. The agreement required the affirmative vote of holders of a majority of the issued and outstanding shares of Common Stock and Series A Preferred Stock voting together as a single class. VantagePoint’s 909,091 shares of Series A Preferred Stock entitled it to 1,392,727 votes on an as-converted basis. There were 9,717,415 total outstanding shares representing 10,297,608 votes, requiring at least 5,148,805 affirmative votes to approve the merger. On March 3, 2005, Examen filed a complaint in the Delaware Court of Chancery against VantagePoint seeking a declaration that VantagePoint was not entitled to a class vote of the Series A Preferred Stock on the proposed merger. On March 8, 2005, VantagePoint filed an action in the California Superior Court seeking declarations that Examen was a quasi-California corporation under section 2115 of the California Corporations Code and that VantagePoint was entitled to vote its shares as a separate class, along with injunctive relief and damages. On March 10, 2005, the Court of Chancery granted an expedited hearing. The California court stayed its action on March 21, 2005. On March 29, 2005, the Court of Chancery ruled that the case was governed by the internal affairs doctrine as explicated by this Court in McDermott v. Lewis. VantagePoint appealed to this Court on April 1, 2005. This Court denied an injunction against closing the merger but granted expedited appeal on April 5, 2005. The merger closed that same day. The appeal proceeded to resolve the parties’ rights with regard to the law that applies to the merger vote.