Evergreen Capital Management LLC v. The Bank of New York Mellon Trust Company, N.A.

I. BACKGROUND

On July 8, 2020, Plaintiff commenced this putative class action against Defendants in Los Angeles County Superior Court. (Notice of Removal (“NoR”), Ex. A (“Complaint”) (Docket No. 1)). The Complaint alleges as follows: The Trust is a passive investment vehicle which was formed in 2012 for the sole purpose of distributing the revenue it receives to the Trust Unitholders, such as Plaintiff and members of the putative class. (Id. ¶¶ 1, 25). The Trust owns the right to the majority of profits from certain oilfields located in California. (Id. ¶ 1). PCEC operates those oil fields and also provides operational and administrative services to the Trust. (Id.). The conveyance agreement between PCEC and the Trustee governs the calculation of cash payments from the revenue generated by the oil fields to the Trust, which are then paid out as distributions to the Trust Unitholders. (Id.). The governing instrument for the Trust is the Trust Agreement, to which Trustee and PCEC are parties, and which provides Trust Unitholders with specific rights. (Id. ¶¶ 31, 33). In particular, the Trust Agreement provides: “Each Trust Unit shall represent pro rata undivided…