• September 6, 2011

The answer to this seemingly simple question is here.  Or maybe not.

It depends what you mean by “located.”  As a practical matter for most purposes, Wells Fargo is more or less ubiquitous in the United States.  As a jurisdictional matter, however, according the the U.S. Court of Appeals for the Eighth Circuit, Wells Fargo is only located in South Dakota.

Actually, a three-judge panel of the U.S. Court of Appeals for the Eighth Circuit could not agree where Wells Fargo was “located” for purposes of deciding whether a federal court (the U.S. District Court, D. Minn.) could properly exercise jurisdiction over a commercial dispute pitting Wells Fargo against Synoran, Inc., a California corporation.

If Wells Fargo were “located” in California, then the dispute between the two would not be a dispute between citizens of different states, allowing for federal jurisdiction.

Wells Fargo’s “main office” is in South Dakota and its “principle place of business” (ppob) is in California.  Wells Fargo successfully argued that, for national banks, the issue is only where the main office is, not where its ppob is.

Eighth Circuit U.S. Court of Appeals Judge Diana Murphy dissented from the decision of her colleagues, Roger Leland Wollman and Raymond Gruender.

The disagreement is a matter of interpreting a less than clear federal statute and, perhaps, the underlying policy question of whether national banks should have an easier time getting their cases into federal court than state banks.  And if Congress has made the answer to this question unclear and the federal bank regulator (the OCC) has taken a position on the question (“yes.”) but noted that it is not an “open and shut” case (that is, admitting the reasonable minds could differ), what are the courts supposed to hold?

It will be interesting to see whether Synoran seeks Supreme Court review (which seems likely) and whether the U.S. Supreme Court takes this case to remove the uncertainty on this issue.

The answer seems to splinter standard ideological splits so that predicting the outcome of appeal to the U.S. Supreme Court, if the Supreme Court accepted the case for review, would be particularly tricky.

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