Diversity of Citizenship in Federal Court Jurisdiction? According to this thread, one of the three criteria in filing suit to compel arbitration in federal court is diversity of citizenship. Suppose Party A enters into a business contract with Party B. Party B sells the business to Party C in such a way that Party C inherits any previous contractual agreements signed by Party B. Party A and Party C now dispute the interpretation of the contract signed between Party A and Party B. Party A and Party C live in one state. Party B lives in another state. While Party B is no longer directly liable for the contract, he is able to provide testimony (if subpoenaed) regarding the interpretation of the contract that would be helpful to Party A. Does any of this constitute diversity of citizenship in regards to federal jurisdiction? Or once Party B sells the business the fact that he signed the agreement with Party A and/or can testify as to the intent of the lease is meaningless?
Diversity of citizenship concerns parties to an action. In the given circumstances, Party B is a witness, not a party. That is, whether A sues C or vice versa, neither would name B as a defendant. The determination of diversity jurisdiction occurs in the initial stages of the suit. Because A and C are citizens of the same state, there is no diversity of citizenship. Similarly, if Bob and Alice sign a contract when they live in different states, but then one moves to the other's state, and then a controversy arises under the contract, there is no diversity of citizenship. For reference, 28 USC 1332(a): (a) The district courts shall have original jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is between— (1) citizens of different States; (2) citizens of a State and citizens or subjects of a foreign state, except that the district courts shall not have original jurisdiction under this subsection of an action between citizens of a State and citizens or subjects of a foreign state who are lawfully admitted for permanent residence in the United States and are domiciled in the same State; (3) citizens of different States and in which citizens or subjects of a foreign state are additional parties; and (4) a foreign state, defined in section 1603(a) of this title, as plaintiff and citizens of a State or of different States.
Choice of law A contract can include a choice of law clause that states the laws that apply to the contract. For the USA this would usually be the laws of a particular state. Most courts in most jurisdictions respect the choice of law clause - that is, if say a suit is brought in a new-south-wales court on a contract with a choice of law of californina, the court will (probably) apply Californian law to the contract. However, a choice of law clause does not affect non-contract law like torts, equity, criminal law, consumer protection law, and &quot;no contracting out&quot; laws. So, for the above example, while the contract will be interpreted using California/USA law, other claims will be assessed under New South Wales/Australian law. For an example of how this works in practice, see ACCC v Valve Software. It was never in doubt that the contract was under Washington, USA law, however, the &quot;no refund&quot; term, while valid in Washington violated Australian Law and was unenforcable and, more critically for valve, was misleading and deceptive, costing them AUD 3 million in fines (plus legal costs). Choice of Forum In addition to specifying the relevant law, a contract can also suggest the appropriate forum: &quot;disputes shall be subject to the non-exclusive jurisdiction of Californian courts&quot;. A clause that oversteps the suggestion and states the forum categorically is likely to be void on public policy grounds: a contract cannot exclude courts that have jurisdiction. A choice of forum clause is one of the factors a court will consider if one of the parties petitions that it is the wrong forum and the case should be transferred to the right forum. They are influential but not determinative and go into the mix with all the other relevant factors. Arbitration A well-drafted binding arbitration agreement will almost always be effective if it complies with local law. Courts have a very strong bias in favour of enforcing arbitration clauses.
Different jurisdictions have different attitudes and histories. The difference is probably more cultural than legal and both leases are quite likely legal in both jurisdictions. In general, US jurisdictions tend towards laissez-faire capitalism and contracts have a buyer beware slant. Civil-law European countries are much more collective and have very strong consumer protection. Canada and other Commonwealth countries fall somewhere in the middle.
Natural persons are not and cannot become juridical persons. Juridical persons are entities that are not natural persons, but which it's necessary or convenient to treat in many respects as though they were natural persons. The categories are mutually exclusive. There is no "contract" involved in citizenship from a legal standpoint (there's a concept of a "social contract," but that's a philosophical justification for government and not an actual legally binding agreement with specific terms); citizenship is not subject to commercial law in any way. Incorporation has nothing whatsoever to do with citizenship; a natural person is not incorporated, and is a citizen as a natural person. That citizenship is the ordinary notion of citizenship.
Nothing prevents firms from putting clauses like that in the disclaimer. If you're talking about goods (rather than services), much contract formation is governed by the Uniform Commercial Code, which 49 states have adopted (and which Louisiana has adopted part). However, the real question relates to whether that kind of language will be enforceable in court. A common way to attempt to avoid litigation is to insert a clause that requires arbitration of disputes (instead of litigation). The Supreme Court upheld the Federal Arbitration Act (FAA) in Southland Corp. v. Keating, 465 U.S. 1 (1984), so this can be successful. Contracts that have class-action arbitration provisions are a little dicier, but in AT&amp;T Mobility, LLC v. Conception, 563 US 333 (2011) , the court held the FAA preempts state laws that disallow class arbitration.
The purpose is to avoid the possibility that the solicitor will inadvertently end up providing advice to more than one side of the same dispute or transaction, putting the solicitor in a conflict of interest situation. In the simplest case, the solicitor might already represent the landlord that the tenant is seeking to discuss legal rights vis-a-vis. Even if the advice is merely hypothetical, this is not O.K. A solicitor has a very high duty of loyalty to the solicitor's clients. Providing aid of any kind to someone adverse to the solicitor's clients that benefits that person, even if another solicitor would probably say the same thing, is a serious breach of that duty and is forbidden and sanctionable. It could get the solicitor kicked out of the profession in a worst case scenario. The duty of loyalty includes a duty to take reasonable care not to inadvertently or negligently act disloyally. There is also a risk of a more subtle sort of conflict that has to be evaluated since many disputes and transactions are not just two sided. For example, perhaps a solicitor a big commercial tenant client on the brink of a settlement with a particular landlord after lengthy and extensive negotiations (perhaps in a business lease renewal deal), and another prospective tenant client might, for example, have an interest in leasing the same property as your existing client at a higher rate. Representing both tenants/prospective tenants could creating a conflict between your two tenant clients. Screening clients based upon their landlord relationships helps solicitors to identify these conflicts and to prevent them from arising. More generally, the best practice is for a solicitor to make sufficient inquiry prior to providing any legal advice to a prospective new client, to avoid having clients that have a conflict of interest with each other. This regulation (to the extent that it is really as specific as suggested) is simply a codification of this general rule in a specific, commonly recurring situation. In large law firms, every single legal professional in the firm typically spends the first half hour or so of every day reviewing lists of new prospective clients and parties related to them in order to screen for potential conflicts of interest. (I used to have to do that when I worked in a large, international law firm for a while.) There would typically be one or more paralegals or administrators in the firm who do nothing but manage that conflicts of interest screening process. Obviously, however, this requirement is a lot less burdensome if you are solo practicing solicitor who almost entirely represents individual human being and family tenants with isolated residential leases, and works in a large city where few clients have any connections to each other.
The fact that you're not a native speaker of English doesn't alter the legal situation. If you literally had no understanding of English but for some reason you signed a piece of paper, then you might argue that there was no agreement in the first place, but obviously you do speak some English. Most people don't actually understand what contracts mean (on both sides). Contracts are still enforced, based on what the contract says. The move-in data is proposed, not firm, and it even indicates what the charges are if your circumstances change and the dates have to change (whereas is their circumstances change, they wouldn't have a basis for charging extra). It also does say that there will be no refund if you change your mind. So the piece of paper says "No refund". The problem seems to be that there's an "agent" whose statements you relied on, who is ultimately responsible for this problem, and s/he implied that you could get a refund. It's not clear what kind of "agent" this is (is he working for you, or for the owners?). You'd have a somewhat different legal basis depending on which it is, but you could sue someone in either event, assuming that you could actually persuade the court that you were given false information which you relied on. The statement "they will refund your money if the guy doesn't move out by the 16th" is false; the statement "they may refund your money if the guy doesn't move out by the 16th" is true. If the latter was the statement that you relied on, then you knew (or should have known) that that isn't a promise, it's just a guess, and if you read the piece of paper you know that it's a promise with no basis. So I would say it comes down to establishing what promise was made to you. Arguing that the agent "made" you sign isn't going to get you anywhere (unless you can prove actual coersion).
Yes. The formation of a contract requires (among other things) that the parties intend to be legally bound. Their sending the offer from a corporate email address shows this. You replying in the same way shows your intention. Signatures are optional. Consider, verbal contracts are binding; how do you sign those?