Also known as: deemed statuses · deemed
Written by attorneys · grounded in primary & secondary sources — see below
A status attributed to a person or entity by operation of law regardless of the underlying facts. The attribution occurs automatically upon satisfaction of statutory or doctrinal conditions and carries the same legal consequences as actual satisfaction of those conditions.
Delta Dynamics maintains extensive sales offices and manufacturing plants in State A but is incorporated in State B with its headquarters in State C. When a plaintiff sues Delta Dynamics in State A on a claim arising entirely from events in State D, the court treats Delta Dynamics as not at home in State A because only incorporation and principal place of business create general jurisdiction under the paradigm rule.
Dover Bank, incorporated in State X with its principal place of business in State Y, issues a liability policy to a State Z resident. When a State Z plaintiff sues Dover Bank directly without joining the insured, the statute treats Dover Bank as a citizen of State Z in addition to States X and Y, destroying diversity.
Select any source to read its text and confirm it supports the definition.
Denise Donovan is named trustee in a trust instrument but takes no steps to accept the role. After several months pass without any indication of acceptance, the statute treats her as having rejected the trusteeship, freeing the settlor to name a replacement.
Dakota Industries admits Daniel Diaz as a member after formation. Although Diaz never receives or signs the existing operating agreement, the statute treats him as having assented to all its terms, including profit-sharing and buyout provisions, upon admission.
Drake Logistics admits Damian Decker as a limited partner after the certificate is filed. The statute treats Decker as having assented to the partnership agreement even though he reviewed only a short admission letter that referenced the prior document.
Dylan Duffy joins an existing general partnership after the partners have already adopted a detailed agreement. The statute treats Duffy as having assented to that agreement upon becoming a partner, binding him to its terms without separate execution.
Deemed status arises when a plaintiff sues a liability insurer directly without joining the insured as a party defendant. The statute then attributes to the insurer the citizenship of the insured in addition to the insurer's own states of incorporation and principal place of business.
Yes. Under Unif. Tr. Code § 701(b), a designated trustee who neither accepts nor rejects within a reasonable time after learning of the designation is deemed to have rejected the trusteeship.
No. Under Unif. Ltd. Liab. Co. Act § 106(b), a person who becomes a member is deemed to assent to the operating agreement regardless of whether the member ever saw or signed the document.
Supporting sources
A corporation is deemed at home only in its state of incorporation and principal place of business. Extensive but unrelated business activity in another state does not create general jurisdiction under the paradigm rule.
No. Partners may prescribe reasonable standards for measuring good faith but cannot eliminate the duty itself by declaring self-interested acts automatically in good faith.
Supporting sources