PAUL MALONEY, District Judge

For the reasons that follow, the court determines that plaintiff Poly-Flex Construction, Inc., ("Poly-Flex") has not satisfied its burden of pleading facts sufficient to establish federal jurisdiction. Accordingly, the complaint will accordingly be dismissed without prejudice, with leave to amend within a specified time to attempt to correct the deficiency.

Court's Right and Duty to Independently Examine Jurisdiction

The United States Supreme Court and our Circuit recently reaffirmed a district court's right and obligation to independently examine whether it has jurisdiction, without a motion or request from a party:

The objection that a federal court lacks subject-matter jurisdiction, see Fed. Rule Civ. Proc. 12(b)(1), may be raised by a party, or by a court on its own initiative, at any stage of the litigation. . . . Rule 12(h)(3) instructs: "Whenever it appears by suggestion of the parties or otherwise that the court lacks jurisdiction, the court shall dismiss the action."

Apparent Absence of Federal-Question Jurisdiction.

Title 28 U.S.C. § 1331 provides that the district courts "have original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States." This court may exercise such federal-question jurisdiction only if the well-pleaded allegations of the complaint, not any potential defenses, arise under federal law — this is the so-called well-pleaded complaint rule. Mikulski v. Centerior Energy Corp., 501 F.3d 555, 560 (6^th Cir. 2007) (en banc) (Batchelder, J., joined by Griffin, J., et al.) (citing Beneficial Nat'l Bank v. Anderson, 539 U.S. 1, 6 (2003)), pet. cert. filed on other grounds (Jan. 18, 2008) (No. 07-961).

Poly-Flex's four-count complaint does not assert any cause of action even arguably arising under federal law. Count one asserts a claim for breach of contract, while count two asserts a claim for negligence, namely, "failing to exercise ordinary and reasonable care in performing the construction quality assessment and by negligently issuing a Certificate of Acceptance when in fact the work was not performed in accordance with the plans and specifications. . . ." See Comp. ¶¶ 20-26. Counts three and four seek contractual and equitable indemnification, respectively. Id. ¶¶ 27-36.

Counts three and four effectively seek declaratory relief, namely, a declaration that NTH has a contractual and equitable duty to indemnify Poly-Flex for the damages suffered as a result of NTH's alleged breach of the CQA contract (including about $600,000 that Poly-Flex paid Landfill as reimbursement for environmental investigation and remediation costs). See Comp. ¶¶ 30 and 36. The federal Declaratory Judgment Act, 28 U.S.C. § 2201, "[i]n a case of actual controversy within its jurisdiction . . . any court of the United States . . . may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought." But it is well established that § 2201 does not create an independent cause of action. Davis v. US, 499 F.3d 590, 594 (6^th Cir. 2007) (Gilman, Griffin, D.J. Ackerman) (citing Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671 (1950) (holding that by passing the Declaratory Judgment Act, "Congress enlarged the range of remedies available in the federal courts but did not extend their jurisdiction.")). A federal court must have jurisdiction on some other basis before a plaintiff can invoke the Declaratory Judgment Act. Davis, 499 F.3d at 594 (citing Toledo v. Jackson, 485 F.3d 836, 839 (6^th Cir. 2007)). Thus, Poly-Flex's effective invocation of the Declaratory Judgment Act in counts three and four, on its own, cannot provide a basis for federal-question jurisdiction.

There are two relevant exceptions to the well-pleaded complaint rule of federal-question jurisdiction. One exception provides that federal-question jurisdiction exists "'when a federal statute wholly displaces the state-law cause of action through complete preemption.'" Mikulski, 501 F.3d at 560 (quoting Beneficial Nat'l Bank, 539 U.S. at 8). Another exception provides that federal-question jurisdiction exists "'where the vindication of a right under state law necessarily turns on construction of federal law.'" Mikulski, 501 F.3d at 560 (citing Franchise Tax Bd. v. Const. Laborers Vacation Trust, 463 U.S. 1, 9 (1983)). Neither the complete-preemption exception nor the substantial-federal-question exception to the well-pleaded complaint rule appears to apply here. Insufficient Factual Allegations to Determine Existence of Diversity Jurisdiction

In short, it appears that this court does not have federal-question jurisdiction. Absent federal-question jurisdiction, this court cannot proceed to the merits of the case unless it has diversity jurisdiction. As the plaintiff, Poly-Flex has the burden of establishing diversity jurisdiction. Certain Interested Underwriters at Lloyd's London v. Layne, 26 F.3d 39, 41 (6^th Cir. 1994) (citing, inter alia, FED. R. CIV. P. 8(a) and Ohio Nat'l Life Ins. Co. v. US, 922 F.2d 320, 326 (6^th Cir. 1990)).

Title 28 U.S.C. § 1332 authorizes district courts to exercise diversity jurisdiction only when there is complete diversity of citizenship. Probus v. Charter Communications, LLC, 234 F. App'x 404, 407 (6^th Cir. 2007) (citing Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 584 (1999)). Complete diversity exists only when no plaintiff and no defendant are citizens of the same state. Curry v. U.S. Bulk Transport, Inc., 462 F.3d 536, 540 (6^th Cir. 2006) (citing Jerome-Duncan, Inc. v. Auto-by-Tel, LLC, 176 F.3d 904, 907 (6^th Cir. 1999)).

The general rule is that for the purpose of determining diversity jurisdiction and removability, a corporation is deemed to be a citizen both of any state where it is incorporated and the state where it maintains its principal place of business. 28 U.S.C. § 1332(c)(1). Poly-Flex's complaint alleges that it is a Texas corporation, Comp. ¶ 1, but it does not specify where it maintains its principal place of business. Likewise, the complaint alleges that NTH is a Michigan corporation, Comp. ¶ 2, but it does not specify where it believes NTH maintains its principal place of business. Cf. American Nat'l Fire Ins. Co. v. Mirasco, Inc., No. 99-cv-12405, 2000 WL 1368009, *2 (S.D.N.Y. Sept. 20, 2000) (requiring corporate plaintiffs to amend complaint to sufficiently allege facts establishing their own citizenship) (citing Advani Enters., Inc. v. Underwriters at Lloyds, 140 F.3d 157, 160 (2d Cir. 1998) (allegation that corporation has "an office" in New York was insufficient to establish that New York was its principal place of business)).

It is not enough for Poly-Flex to allege that it has "an address of . . . Grand Prairie, Texas" or that NTH has "a registered address of . . . Detroit, Michigan," Comp. ¶¶ 1-2. "A document listing a corporate defendant's business address is wholly insufficient to establish either its place of incorporation or its principal place of business. . . ." Barlow v. K.L. Harring Transp., No. 06-cv-14313, 2006 WL 3104705, *1 (E.D. Mich. Oct. 31, 2006) (Cleland, J.) (citing Johnson v. Pharmacia Upjohn Co., No. 4:99-cv-96, 1999 WL 1005653, *4 (W.D. Mich. Oct. 12, 1999) (Quist, J.)); accord Smith v. Intex Recreation Corp., 755 F. Supp. 712 (M.D. La. 1991) (allegation that defendant corporation was a California corporation having business at a particular address in California was not sufficient to establish citizenship for purpose of diversity, so plaintiff was required to amend the complaint), aff'd w/o op., No. 93-03232, 15 F.3d 180, 1994 WL 24927 (5^th Cir. Jan. 7, 1994); Lindsey v. Rice, No. Civ. A-05-219, 2005 WL 3275918, *2 (D.D.C. Sept. 25, 2005) (defendant's mailing address provided no basis for court to ascertain principal place of business).

Under our Circuit's total-activities test, "'[t]he question of a corporation's principal place of business is essentially one of fact, to be determined on a case-by-case basis, taking into account the character of the corporation, its purposes, the kind of business in which it is engaged, and the situs of its operations.'" Century Business Servs., Inc. v. Bryant, 69 F. App'x 306, 313 (6^th Cir. 2003)) (quoting Gafford v. GE Co., 997 F.2d 150, 161 (6^th Cir. 1993)); see, e.g., Collins v. Louisville Ladder, Inc., 2007 WL 1973551 (E.D. Ky. July 3, 2007) (applying "total activities" test to determine corporation's principal place of business).

Under this "total activities" test, a corporation's principal place of business is not necessarily the state where it has its main administrative or executive offices or other nominal "headquarters." See Riggs v. Island Creek Coal Co., 542 F.2d 339, 342 (6^th Cir. 1976) (a corporation's headquarters "does not invariably govern the location of its principal place of business"); see, e.g., Teal Energy USA, 369 F.3d at 876-78 (district court did not clearly err in finding that plaintiff corporation's principal place of business was Texas, where almost all of its oil and gas development revenue was being earned at the time the complaint was filed, rather than in Canada, where its headquarters was located).

Thus, Poly-Flex must specifically allege the states in which it believes each party maintains its principal places of business, and provide underlying facts to support that allegation, both of which the current complaint fails to do. Cf. Sinclair v. Bankers Trust Co. of Calif, N.A., 2005 WL 3434827, *2 n. 1 (W.D. Mich. Dec. 13, 2005) (Quist, J.) ("In her complaint, Sinclair alleges that . . . she is a citizen of Michigan and that Bankers Trust is a California corporation. She does not allege that Bankers Trust's principal place of business is not in Michigan. If Bankers' Trust's principal place of business was in Michigan, then diversity of citizenship would not exist."). On the present record, the court cannot rule out the possibility that Poly-Flex is a citizen of the same state as NTH, and the court cannot simply assume that it is not. See Tsesmelys v. Dublin Truck Leasing Corp., 78 F.R.D. 181, 182 (E.D. Tenn. 1976) ("[A]llegations of the citizenships of the parties . . . is of the essence of jurisdiction and, being so essential, their absence can neither be overlooked nor supplied by inference.") (citations omitted); accord Royal Ins. Co. of America v. Caleb V. Smith Sons, Inc., 929 F. Supp. 606, 608 (D. Conn. 1996) ("Allegations of complete diversity must be apparent from the pleadings.") (citing FED. R. CIV. P. 8(a)(1) and John Birch Society v. NBC, 377 F.2d 194, 197-99 (2d Cir. 1967)).

On the present complaint, then, Poly-Flex has not carried its burden of establishing the existence of federal jurisdiction, and the case is properly dismissed until and unless Poly-Flex corrects that defect. See Cooper v. Cianfrocca, 2001 WL 640808 (S.D.N.Y. June 7, 2001) ("The complaint is dismissed sua sponte for failure to allege facts sufficient to establish subject matter jurisdiction. 28 U.S.C. § 1332 requires that the parties be of diverse citizenship, not residence. Plaintiffs may file an amended complaint sufficiently alleging jurisdiction . . . on or before. . . .").

ORDER

Plaintiff Poly-Flex Construction, Inc. MAY FILE an amended complaint that alleges facts sufficient to support federal jurisdiction, if at all, no later than Monday, April 14, 2008.

This does NOT constitute leave to amend the complaint in any other respect; such leave must be sought in the usual fashion.

The motion to dismiss filed by Defendant Neyer, Tiseo, Hindo, Limited d/b/a NTH Consultants [docket #9] is DENIED without prejudice as moot. See Edwards Assocs., Inc. v. Atlas-Telecom Servs. USA, Inc., 2007 WL 30256, *8 (N.D. Tex. Jan. 4, 2007) ("[T]he plaintiff shall amend its petition to properly allege . . . the state(s) of citizenship of the corporate parties, and the basis for subject-matter jurisdiction. * * * All pending Rule 12 motions to dismiss are denied as moot. The defendants shall have leave, however, to reassert their motions. . . .") (emphasis added).

This is a final and appealable order.

IT IS SO ORDERED.