MEMORANDUM & ORDERI. Introduction This litigation arises from a transnational business transaction gone wrong. In 2017, Hebei Tiankai Wood & Land Construction Co. Ltd. (“Plaintiff”) and Kirin Transportation, Inc. (“Kirin”) agreed that Plaintiff would become majority shareholder of Kirin. At the time of the transaction, Frank Chen (“Chen”) was the sole owner of Kirin. Plaintiff alleges that Chen made false representations to induce Plaintiff to invest $300,000 in Kirin and then misused the money.Chen moved to dismiss under Federal Rule of Civil Procedure 12(b)(1) for lack of subject matter jurisdiction. The court ordered the motion converted to one for summary judgement.Plaintiff is a citizen of China, while Chen and Kirin, the nominal defendant, are citizens of New York. Chen argues that Plaintiff’s fraudulent inducement and breach of fiduciary duty claims are derivative, properly belonging to Kirin, so Kirin should be aligned as a plaintiff. Realignment of Kirin as plaintiff would destroy diversity, requiring the case to be dismissed.Plaintiff argues that the “doctrine of antagonism” — applicable between Kirin and Plaintiff — applies, so that realignment is not required.Chen disagrees. He contends that Plaintiff is Kirin’s majority shareholder so that there is no antagonism between these two.Chen’s argument is not persuasive. First, even if Plaintiff has de jure control of Kirin, Chen has de facto control. Chen is alleged to have forcefully rebuffed Plaintiff’s attempts to take control of Kirin, even though Plaintiff is now majority shareholder of Kirin. The caselaw is clear that a court should ensure that the parties are aligned so that there is a real collision of interests.The real collision of interests is between Plaintiff on one side and Chen and Kirin on the other. Second, at its core, this is a dispute between nationals of the United States and of China, making it desirable to try the case in federal court if subject matter jurisdiction exists.Kirin should remain as a named defendant. This court has jurisdiction over Plaintiff’s claims. Chen’s motion is denied.II. FactsA. TransactionPlaintiff is a construction company based in China. Compl. 4, ECF No. 1, May 10, 2018; Enterprise Business License, ECF No. 9-3, May 29, 2018. Chinese nationals Qiuxiang Shi (“Shi”) and Yingjie Li (“Li”) are the sole owners, officers, and managers of Plaintiff. Compl.
8, 17. In November 2017, Shi and Li traveled to New York and were introduced to Chen, then the sole shareholder of Kirin. Id.
