United States District Court, N.D. Ohio,Eastern Division. Jacqueline McCLENDON, on behalf of herself and others similarly situated, Plaintiffs, v. CHALLENGE FINANCIAL INVESTORS CORP., et al., Defendants. No. 1:08CV1189. March 9, 2009. Attorneys and Law Firms Jack A. Malicki, Elyria, OH, James E. Konchan, Lakewood, OH, Thomas R. Theado, Gary, Naegele & Theado, Lorain, OH, for Plaintiffs. David R. Fenn, Mazanec, Raskin & Ryder, Elaine TSO, Joseph F. Nicholas, Jr., Mazanec, Raskin, Ryder & Keller, Charles A. Bowers, Michael J. Zbiegien, Jr., Taft Stettinius & Hollister, David D. Yeagley, Joseph A. Castrodale, Melissa L. Zujkowski, Ulmer & Berne, Cleveland, OH, James A. Climer, Mazanec, Raskin & Ryder, Solon, OH, Kenneth P. Frankel, Smith & Smith, Avon Lake, OH, for Defendants. MEMORANDUM & ORDER KATHLEEN McDONALD O'MALLEY, District Judge. *1 This matter arises on Plaintiff Jacqueline McClendon's (“McClendon”) motion to remand (Doc. 17). On July 11, 2008, the Court referred this matter to Magistrate Judge Greg White for preparation of a Report and Recommendation (“R & R”) regarding McClendon's motion to remand and to oversee jurisdictional discovery. (Doc. 27.) On January 27, 2009, Magistrate Judge White issued his R & R recommending that this Court deny McClendon's motion to remand. (Doc. 49.) McClendon filed a single objection to the R & R on February 10, 2009, (Doc. 50), to which several of the Defendants responded on February 24, 2009 (Docs.52–53). Accordingly, this motion is now ripe for adjudication. For the reasons articulated below, the Court OVERRULES McClendon's objection, ADOPTS the R & R, and, thus, DENIES McClendon's motion to remand (Doc. 17). In addition, Defendant Hurd filed a motion for summary judgment on May 23, 2008. (Doc. 8.) On June 10, 2008, the Court granted McClendon's unopposed motion to delay the deadline for filing a response to Hurd's motion for summary judgment until thirty (30) days after the Court's Order resolving the motion to remand. For the reasons explained below, the Court hereby TERMS Hurd's motion for summary judgment (Doc. 8) without prejudice to re-filing after the Case Management Conference in this matter. I. BACKGROUND The R & R accurately and succinctly sets forth the facts relevant to McClendon's motion to remand. In the interest of efficiency, therefore, the Court adopts the R & R's articulation of the factual and procedural background. To the extent necessary, if any, the Court will elaborate on factual and/or procedural issues worthy of additional consideration. The following is a brief summary of pertinent facts. Plaintiff Jacqueline McClendon, a citizen of Ohio, filed a class-action complaint against the Defendants in the Lorain County Court of Common Pleas in the Spring of 2008. McClendon, and the putative class members, purchased mortgage loan services from Defendant Challenge. Challenge is a wholly-owned subsidiary of Defendant PiggyBanker. Defendant Nations is a corporation who contracted with PiggyBanker to consolidate financial information between Challenge and PiggyBanker. Hurd, Barian, and Riley were officers and/or employees of Challenge. Likens was the President of PiggyBanker and the majority owner of Nations. In her class-action complaint, McClendon, on behalf of herself and those similarly-situated, alleges violations of the Ohio Mortgage Broker Act, O.R.C. §§ 1322.062 et seq. and breaches of common law fiduciary duties arising out of Challenge's conduct in connection with the sale of loan services. On May 13, 2008, Defendants Nations and Likens filed a notice of removal citing the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1332(d), as the basis of removal. On June 12, 2008, McClendon filed her motion to remand. (Doc. 17.) In support of her motion, McClendon presented two arguments: (1) that the Defendants had not satisfied the amount in controversy requirement of the CAFA; and (2) that the CAFA “home state exception” requires remand. *2 McClendon then filed an unopposed motion to conduct jurisdictional discovery, which the Court granted on July 11, 2008. After requesting and receiving extensions of time to respond to McClendon's motion to remand, several of the Defendants filed responses in opposition to the motion to remand.[1] Nations, Likens, Riley, PiggyBanker, and Challenge filed responses in opposition to the motion to remand. (Docs.34–36.) McClendon filed a reply (Doc. 41), a sur-reply and response to the sur-reply were filed (Docs.44, 46), and Magistrate Judge White conducted a hearing on the motion on December 10, 2008. II. MAGISTRATE JUDGE WHITE'S R & R In his R & R (Doc. 49), Magistrate Judge White addressed and rejected both of McClendon's arguments. First, he found that the Defendants had submitted sufficient admissible evidence—in the form of the Declaration of Christopher Faoro (Doc. 37–2)—to satisfy the amount in controversy requirement of CAFA.[2] Specifically, Magistrate Judge White analyzed the business records exception set forth in Rule 803(6) of the Federal Rules of Evidence and found that Faoro's Declaration falls within that exception. (R & R, Doc. 49 at 10–12.) Second, Magistrate Judge White found the “home state exception” of CAFA[3] inapplicable because at least one of the primary defendants is not an Ohio citizen. (Id. at 12–15.) Accordingly, Magistrate Judge White recommended that this Court deny McClendon's motion to remand. (R & R, Doc. 49.) III. MCCLENDON'S OBJECTION TO THE R & R On February 10, 2009, McClendon timely filed a single objection to Magistrate Judge White's R & R. As stated in her Objection: Plaintiff specifically objects to that portion of the Report and Recommendation (Doc. No. 49) at which the Magistrate Judge “concludes that Faoro's Declaration ... can be properly considered for CAFA jurisdiction,” and thus that “Defendants have established the amount-in-controversy requirement of CAFA.” (Doc. 50 at 1.) In other words, McClendon objects to Magistrate Judge White's conclusion that Faoro's Declaration is admissible evidence for purposes of establishing the amount-in-controversy requirement of the CAFA pursuant to the business records exception at Rule 803(6) of the Federal Rules of Evidence. McClendon did not object to Magistrate Judge White's recommendation with respect to the “home state exception” of CAFA, or any other aspect of the R & R. IV. STANDARD OF REVIEW In cases that are referred to a magistrate judge for preparation of a R & R, the district court may “accept, reject, or modify, in whole or in part, the findings or recommendations made by the magistrate judge.” 28 U.S.C. § 636(b)(1)(C). The Federal Magistrates Act, however, requires that a district court conduct a de novo review only of those portions of a R & R to which the parties have made an objection. Id. Because McClendon did not object to any portion of the R & R other than Magistrate Judge White's conclusion that the amount in controversy is satisfied based on Faoro's Declaration, the Court adopts the remainder of the R & R without further discussion of the other issues raised in McClendon's motion to remand. See Thomas v. Arn, 474 U.S. 140, 149–52, 106 S.Ct. 466, 88 L.Ed.2d 435 (1985); Crum v. Sullivan, 921 F.2d 642, 645 n. 1 (6th Cir.1990); United States v. Walters, 638 F.2d 947, 949–50 (6th Cir.1981). Accordingly, pursuant to 28 U.S.C. § 636(b)(1), the Court will conduct a de novo review of the portion of the R & R related to the amount in controversy requirement and the business records exception, Federal Rule of Evidence 803(6). V. DISCUSSION *3 McClendon does not dispute that the CAFA amount-in-controversy requirement is satisfied if the Court can consider Faoro's Declaration in its analysis. (Doc. 49 at 10.) The only issue McClendon raises in her objection is whether the Faoro Declaration may be considered. She argues that it should not be considered because it is hearsay not within the exception for business records, Fed.R.Evid. 803(6). A. THE FAORO DECLARATION & DEPOSITION TESTIMONY Christopher Faoro is employed in the finance department of Defendant Nations. He has been in the position since 2001. His job is to consolidate financial statements for Nations' clients, including Challenge. Consequently, although Challenge is now defunct, he has access to the electronic database containing and preserving all of Challenge's financial and accounting information. The Challenge database includes all of the information related to loan origination, payment history, and other information for loans Challenge serviced. At his deposition, Faoro explained how the database was created and populated by Challenge. He testified that “[t]he accountants that were employed by Challenge ... would have entered the information into the electronic accounting system the way really any business would.” (Faoro Dep., Doc. 41–2 at 31.) He further testified that “[t]he majority of the information would be keyed from some type of source document by the accountants, but certain information, like your bank statement information, may be downloaded directly from the bank.” (Id. at 32.) Faoro's Declaration consists of two parts: (1) his statement explaining that he ran a Revenue Report from the Challenge database to determine the amount of revenue associated with the loans related to this class action and (2) the Revenue Report itself, a spreadsheet reflecting the total revenue associated with the loans at issue as $9,394,640.00. (Doc. 37–2.) In the Declaration and at his deposition, Faoro explained that, in order to generate the Revenue Report, he accessed the Challenge database, established parameters based on the definition of the class in this case, and generated the attached report. Thus, the Revenue Report reflects the financial information in the Challenge database related to the loans at issue in this case. (Doc. 37–2.) B. FEDERAL RULE OF EVIDENCE 803(6) Known as the “business records exception,” Federal Rule of Evidence 803(6) is an exception to the general rule against hearsay. Rule 803(6) provides: (6) Records of Regularly Conducted Activity.—A memorandum, report, record, or data compilation, in any form, of acts, events, conditions, opinions, or diagnoses, made at or near the time by, or from information transmitted by, a person with knowledge, if kept in the course of a regularly conducted business activity, and if it was the regular practice of that business activity to make the memorandum, report, record or data compilation, all as shown by the testimony of the custodian or other qualified witness, or by certification that complies with Rule 902(11), Rule 902(12), or a statute permitting certification, unless the source of information or the method or circumstances of preparation indicate lack of trustworthiness. The term “business” as used in this paragraph includes business, institution, association, profession, occupation, and calling of every kind, whether or not conducted for profit. *4 Fed.R.Civ.P. 803(6). The parties agree that the R & R correctly recites the four requirements which must be met to satisfy Rule 803(6). The business record exception sets forth the following four requirements for admissibility of documents that are otherwise hearsay: 1) the document must have been made in the course of a regularly conducted business activity; 2) the document must have been kept in the regular course of that business; 3) the regular practice of that business must have been to have made the document; and 4) the document must have been made by a person with knowledge of the transaction or from information transmitted by a person with knowledge. (R & R, Doc. 49 at 11 (citing Pullins v. Klimley, 2008 WL 85871, at *32 (S.D.Ohio Jan.7, 2008) (citing United States v. Weinstock, 153 F.3d 272, 276 (6th Cir.1998))).) Rule 803(6) also requires the document to be presented through “the testimony of the custodian or other qualified witness [.]” Fed.R.Evid. 803(6). A “qualified witness” is a person familiar with the record-keeping procedures of the organization, but the person need not have control of the record or personal knowledge of its preparation. See Dyno Constr. Co. v. McWane, Inc., 198 F.3d 567, 575–76 (6th Cir.1999). McClendon contests each of these requirements. C. THE FIRST THREE REQUIREMENTS OF RULE 803(6) ARE SATISFIED McClendon argues that Faoro's Declaration does not satisfy the first three requirements of the business records exception because the report was made for purposes of this litigation, not made and kept “in the course of regularly conducted business activity,” and not prepared routinely. These arguments fail for one simple reason: McClendon misidentifies the “business record” at issue. The Challenge database is the business record, not the Revenue Report Faoro generated. A computer database is a business record when the data was entered into the computer in the regular course of business. See United States v. Weinstock, 153 F.3d 272, 276 (6th Cir.1998). The Sixth Circuit, moreover, recently held that a “statistical run” from a computer database is a “business record” pursuant to Rule 803(6). United States v. Moon, 513 F.3d 527, 545 (6th Cir.2008) (citing United States v. Russo, 480 F.2d 1228, 1239–41 (6th Cir.1973)). Faoro's deposition testimony clearly indicates that the Revenue Report is a statistical run based on data entered and preserved in the regular course of business. Accordingly, the Court finds that the first two requirements of Rule 803(6) are satisfied here. Similarly, the third requirement is satisfied because it was Challenge's regular practice to maintain and update the database. Reliability is the basis of the business records exception to the general rule against hearsay evidence. Weinstock, 153 F.3d at 276. Regularly prepared records are particularly reliable because the person creating the record has a strong incentive to be accurate. Id. Here, Faoro explained that Challenge accountants regularly updated the Challenge database in connection with mortgage loans and downloaded financial information directly from banks. As this information was clearly critical to Challenge's core business—loan servicing—the accountants had every reason to be accurate and to regularly maintain and update the Challenge database. D. THE FOURTH REQUIREMENT OF RULE 803(6) IS SATISFIED *5 The fourth requirement is that “the document must have been made by a person with knowledge of the transaction or from information transmitted by a person with knowledge.” (R & R, Doc. 49 at 11.) Faoro explained that the Challenge database was created and maintained by Challenge accountants and populated with information downloaded directly from banks—individuals with personal knowledge of the information entered into the database. The Defendants have not submitted any evidence undermining Faoro's deposition testimony that the Challenge accountants had personal knowledge of the information in the database used to create the Revenue Report. Accordingly, the fourth requirement of Rule 803(6) is satisfied. E. FAORO IS QUALIFIED TO PRESENT THE BUSINESS RECORD Faoro is a “qualified witness” under Rule 803(6) because he is familiar with the record-keeping procedures of Challenge. His deposition testimony quoted above, in which he describes Challenge's record-keeping procedures, is sufficient to establish this fact. Moreover, the fact that Faoro has ongoing access to the Challenge database and the expertise to input data parameters and generate the Revenue Report indicates that he is quite familiar with the Challenge database. As the Sixth Circuit has noted, “the phrase ‘other qualified witness' is given very broad interpretation.” United States v. Baker, 458 F.3d 513, 518 (6th Cir.2006) (omitting citations); see also Dyno Constr. Co., 198 F.3d at 576 (citing Zayre Corp. v. S.M. & R. Co., 882 F.2d 1145, 1150 (7th Cir.1989) “(noting that a person qualified to lay the foundation under Rule 803(6) need not even be an employee of the entity keeping the records, as long as the witness understands the system by which they are made).”). Therefore, the fact that Faoro is not an employee of Challenge does not preclude him from presenting the business record. Accordingly, the Court OVERRULES the Defendants' objection and ADOPTS Magistrate Judge White's recommendation finding that the Faoro Declaration falls within the business records exception of Rule 803(6) of the Federal Rules of Evidence. Consequently, the amount in controversy requirement of the CAFA is satisfied. VI. DEFENDANT HURD'S MOTION FOR SUMMARY JUDGMENT Defendant Daniel Hurd filed a motion for summary judgment (Doc. 8) very early on in this case. In fact, Hurd filed his motion before McClendon's motion to remand was filed, before the motion for jurisdictional discovery was filed and granted, and before a Case Management Conference was even on the horizon. McClendon filed a motion for an extension of time to respond to Hurd's motion for summary judgment until thirty (30) days after the Order resolving the motion to remand. The extension was unopposed, and the Court granted it. Under these circumstances, the Court finds that the most equitable, efficient and appropriate procedure is to TERM Hurd's motion for summary judgment (Doc. 8) without prejudice to re-filing within thirty (30) days of the Case Management Conference. This approach will allow Hurd the benefit of the discovery that has occurred since he filed his motion, instead of forcing him into the awkward position of potentially having to raise factual issues for the first time in his reply brief. VI. CONCLUSION *6 For the foregoing reasons, Plaintiff Jacqueline McClendon's objections to Magistrate Judge White's R & R (Doc. 49) are OVERRULED and the Court hereby ADOPTS the R & R in its entirety. McClendon's motion to remand (Doc. 17) is DENIED accordingly. In addition, Defendant Daniel Hurd's motion for summary judgment (Doc. 8) is TERMED without prejudice to re-filing within thirty (30) days of the Case Management Conference, which will be scheduled shortly. IT IS SO ORDERED. REPORT AND RECOMMENDATION GREG WHITE, United States Magistrate Judge. On June 12, 2008, Plaintiff, on behalf of herself and others similarly situated, moved to remand this action to state court for lack of subject-matter jurisdiction under the Class Action Fairness Act of 2005 (“CAFA”).[1] Defendants opposed the motion. Judge Kathleen O'Malley referred the matter for a report and recommendation. After full briefing and oral argument, the Magistrate Judge recommends Plaintiff's Motion to Remand be denied. I. Background On April 9, 2008, Jacqueline McClendon, Plaintiff filed an amended class-action complaint in the Lorain County, Ohio, Court of Common Pleas naming numerous defendants. McClendon is a citizen of the State of Ohio who purchased mortgage loan services from Defendant Challenge Financial Investors Corp. (“Challenge”) in July 2007.[2]Challenge was a licensed mortgage broker in Ohio beginning in October 1998. It was a Florida corporation with its principal place of business in that state. Challenge was a wholly-owned subsidiary of Defendant PiggyBanker Stock Company (“PiggyBanker”). Defendant PiggyBanker is a Florida corporation with its principal place of business in Shawnee Mission, Kansas. Nations Holding Company (“Nations”) is a Kansas corporation with its principal place of business in Prairie Village, Kansas. The relationship between Nations and PiggyBanker is not entirely clear; however, at the least, Nations contracted with PiggyBanker to consolidate financial information between PiggyBanker and Challenge. (Faoro Dep. at pp. 12–15.) Defendant Daniel Hurd is an Ohio citizen who was employed by Challenge as a loan officer. According to the Amended Complaint, he was licensed by the State of Ohio as a loan officer in June 2006. Defendant Harold Barian was Challenge's President, but is now deceased. Defendant Michael Riley is a citizen of Missouri and was at all relevant times an officer of Challenge, PiggyBanker and Nations. Finally, Defendant Christopher Likens is a citizen of Kansas and was at all relevant times the President of PiggyBanker and at least the majority owner of Nations.[3] As set out in the Amended Complaint, in July 2007, Plaintiff purchased services from Challenge relating to a mortgage loan. Challenge failed to provide a mortgage loan origination disclosure statement to Plaintiff in compliance with Ohio Rev.Code. § 1322.062. Challenge received a payment of money from the lender without making full advance disclosure to Plaintiff. Lastly, it used identical form applications, statements, notices, and contracts, as well as standardized procedures and practices in dealing with Plaintiff and other class members. (Amended Complaint, ¶¶ 29–34 .) *7 The Amended Complaint includes six counts claiming damages arising out of and/or relating to mortgage lending, alleged violations of the Ohio Mortgage Brokers Act,[4] and alleged breaches of common law fiduciary duties as follows: Count One: A class action claim against Challenge involving all Ohio clients/borrowers of Challenge alleging a breach of fiduciary duty in failing to make advance disclosures of payments it received from lenders. Count Two: A class action claim against Challenge involving a smaller class of non-business clients/borrowers alleging a statutory claim for failure to make advance disclosures of payments it received from lenders. Count Three: A class action claim against Challenge involving a still smaller class of non-business clients/borrowers since May of 2002 alleging a statutory claim for failing to provide mortgage loan origination disclosure statements. Count Four: A non-class action count brought by McClendon against Hurd and Barian alleging violation of their duties to make disclosure of payments received from the lender and failing to provide the required mortgage loan origination disclosure statement. Count Five: A class action claim against PiggyBanker, Nations, Barian, Riley, and Likens alleging their wrongful participation in the violations of Ohio common law and statutory law as set out in Counts One through Three. Count Six: A class action claim against PiggyBanker, Nations, Barian, Likens, and Riley alleging their failure to preserve Challenge's assets when wrapping up its business. Plaintiff defined the class in Counts One, Five, and Six as: “All persons who, during the period from October 30, 1998 to the present, purchased services from Challenge Investors Corp. relating to a mortgage loan on Ohio realty.”[5] (Amended Complaint ¶¶ 36, 66.) Plaintiff alleged that over this time period, Defendant Challenge entered into transactions with “no less than hundreds of persons.” (Amended Complaint ¶¶ 39, 69.) Plaintiff asserted damages to be: “an amount not less than the sum of all amounts received by Challenge in the transaction(s) ...” (Count One) and “... an amount not less than the amount paid by the Subclass Member to Challenge ...”[6] (Counts Two and Three) (Amended Complaint ¶¶ 83, 90, 97) Plaintiff is also seeking reasonable attorney's fees, court costs and punitive damages.” (Amended Complaint ¶¶ 90, 97, 117, 125, 127, 129.) On May 13, 2008, defendants Nations Company and Christopher Likens filed a notice of removal to this Court based on 28 U.S.C. §§ 1332(d)(2), 1441 and 1446 asserting that the purported class was more than 100 members, that at least one member of the purported class is a citizen of a state different from a removing class defendant, and the matter in controversy exceeds the sum of $5 million. (Doc. No. 1.) On June 12, 2008, Plaintiff filed a motion to remand the case to Lorain County Court of Common Pleas.[7] (Doc. No. 17.) She argued that defendants had not presented admissible evidence as to the amount-in-controversy. Furthermore, she argued that even if federal jurisdiction otherwise exists, a CAFA-enacted exception, specifically the “home state exception,” requires the Court to remand this case. See 28 U.S.C. § 1332(d)(4)(B). *8 Plaintiff then filed an unopposed motion for leave to conduct jurisdictional discovery which the Court granted on July 11, 2008. (Doc. Nos. 18 and 26.) Nations submitted a Declaration of Christopher Faoro[8] stating that Challenge generated over $9 million in revenue in connection with mortgage loans on Ohio realty from January 1, 2001 through December 31, 2007. The Court then granted Plaintiff's request to postpone filing a reply brief until after Faoro's deposition could be taken for the limited purpose of questioning him as to the amount-in-controversy. On December 10, 2008, after briefing was completed, oral arguments were held. The Court must determine whether the Defendants have established under CAFA the class size and the amount-in-controversy requirements. If so, the Court must then determine whether any exceptions to jurisdiction exist. II. Standard and Law A. Removal “The district courts of the United States ... are courts of limited jurisdiction. They possess only that power authorized by Constitution and statute.” Exxon Mobil Corp. v. Allapattah Servs. ., 545 U.S. 546, 125 S.Ct. 2611, 162 L.Ed.2d 502 (2005) (internal quotation marks omitted.) While Plaintiff originally filed this case in state court, the removal statute, 28 U.S.C. § 1441, “authorizes” Defendants to remove “civil actions from state court to federal court when the action initiated in state court is one that could have been brought, originally, in a federal district court.” Everett v. Verizon Wireless, Inc., 460 F.3d 818, 821 (6th Cir.2006) (quoting Lincoln Prop. Co. v. Roche, 546 U.S. 81, 126 S.Ct. 606, 163 L.Ed.2d 415 (2005)). B. Class Action Fairness Act of 2005 (“CAFA”) CAFA, enacted February 18, 2005, greatly expanded federal jurisdiction over interstate class action lawsuits. Joseph v. Unitrin, Inc., 2008 U.S. Dist. Lexis 61726, *9, 2008 WL 3822938 (E.D.Tex. August 12, 2008); In re Katrina Canal Litig. Breaches, 524 F.3d 700, 711 n. 47 (5th Cir.2008). “Because interstate class actions typically involve more people, more money, and more interstate commerce ramifications than any other type of lawsuit, [Congress] firmly believes that such cases properly belong in federal court.” S.Rep.No. 109–14, at 4 (2005), as reprinted in 2005 U.S.C.C.A.N. 3, 5. Accordingly, CAFA grants federal courts original jurisdiction to hear class action lawsuits when the putative plaintiff class numbers 100 or more, there is minimal diversity (any member of the plaintiff class is a citizen of a different state from any defendant), and more than five-million dollars is in controversy.[9] 28 U.S.C. § 1332(d). While the general rule regarding federal jurisdiction requires that the $ 75,000 amount in controversy threshold must be established for each individual plaintiff, under CAFA the required $5 million amount-in-controversy can be satisfied by aggregating the individual class member claims. 28 U.S.C. 1332(d)(6). CAFA also provides special provisions regarding removal of class actions to federal court. 28 U.S.C. 1453(b). A class action may now be removed to federal court without regard to whether any defendant is a citizen of the state in which the action is brought, and any defendant can remove the action without the consent of other defendants. Id. *9 When the underlying complaint seeks an indeterminate amount of damages, the removing defendant has the burden of demonstrating, by a preponderance of the evidence, that all requirements for removal have been met, including the class size and amount in controversy. Brill v. Countrywide Home Loans, 427 F.3d 446, 448–49 (7th Cir.2005); Brown v. Jackson Hewett, Inc., 2007 U.S. Dist. Lexis 13328, Case No. 1:06–cv–2632, *5–6 (N.D.Ohio Feb. 26, 2007); Hayes v. Equitable Energy Resources Co., 266 F.3d 560, 572 (6th Cir.2001); Gafford v. Gen'l Elec. Co., 997 F.2s 150, 158 (6th Cir.1993). In Gafford, the Sixth Circuit determined that this did not require the defendant to “research, state and prove the plaintiff's claim for damages,” but the defendant must do more than show the “amount in controversy ‘may’ or ‘could’ exceed the requirement.” Id. at 158–59. The Sixth Circuit has since held that CAFA does not alter this burden or standard for removal. Smith v. Nationwide Prop. & Cas. Inc. Co., 505 F.3d 401, 404–05 (6th Cir.2007). “All doubts as to the propriety of removal are resolved in favor of remand.” Brown, 2007 U.S. Dist. Lexis 13328 (quoting Jacada, Ltd. v. Int'l Mktg. Strategies, Inc., 401 F.3d 701, 704 (6th Cir.2005)). The court has wide discretion to determine what evidence to consider in making its determination regarding jurisdiction. Id. The court may engage in factual analysis beyond the pleadings. See Anthony v. Small Tube Mfg. Corp., 535 F.Supp.2d 506, 512 (E.D.Pa.2007) (citing Schwartz v. Comcast Corp., Civ.A.No. 05–2340, 2006 U.S. Dist. LEXIS 7499, 2006 WL 487915, at *5–7 (E.D.Pa. Feb.28, 2006)). See, e.g., Miedema v. Maytag Corp. ., 450 F.3d 1322 (11th Cir.2006); Sierminski v. Transouth Fin. Corp., 216 F.3d 945, 949 (11th Cir.2000); Preston v. Tenet Healthsys. Mem'l Med. Ctr., Inc., 463 F.Supp.2d 583, 592–93 (E.D.La.2006) (affirmed in 485 F.3d 793 (5th Cir.2007)) (district court ordered the defendants to produce additional evidence regarding the citizenship of the putative class). Moreover, when subject matter jurisdiction is called into doubt, “jurisdictional discovery should be allowed unless the plaintiff's claim is clearly frivolous.” Massachusetts School of Law at Andover, Inc. v. American Bar Assoc., 107 F.3d 1026, 1042 (3d Cir.1997) (internal quotations omitted). Congress cautions, however, that jurisdictional determinations “should be made largely on the basis of readily available information.” S.REP.NO. 109–14, at 44; Hirschbach v. NVE Bank, 496 F.Supp.2d 451, 460 (D.N.J.2007). The types of evidence required to meet this preponderance burden have been summarized as follows: In making this calculation, a federal court “should consider the plaintiff's motives; should look at prior lawsuits between the parties, if any; should look at awards in similar lawsuits between other parties; should consider any other evidence defendant may have; and should exercise its common sense.” *10 Brown at 13; Hahn v. Auto–Owners Ins. Group, No. 3:04–cv–380 2006 U.S. Dist. Lexis 70299, *2,2006 WL 2796479 (E.D.Tenn. Sept. 27, 2006) (quoting Graham v. Champion Int'l Corp., No. 2:97–cv–83, 1997 U.S. Dist. Lexis 7401, *9, 1997 WL 33487768 (E.D.Tenn. May 16, 1997)). Other “[e]vidence may include party affidavits[, a] ... demand in a prior action which is based on the same events as the present action ... and pretrial testimony.” Brown at 13; Richmond v. Populous Group, LLC, No. 4:05cv1900, 2005 U.S. Dist. Lexis 20934, *4–5, 2005 WL 2338824 (N.D.Ohio Sept. 23, 2005). Once jurisdiction has been established preliminarily under CAFA, however, the objecting party bears the burden of proving by a preponderance of the evidence the applicability of any claimed jurisdictional exceptions. Joseph v. Unitrin, Inc. 2008 U.S. Dist. LEXIS 61726, * 11, 12, Case No. 1:08–cv–077, 2008 WL 3822938 (E.D.Tex. Aug. 12, 2008); Preston, 485 F.3d at 797. Typically, a plaintiff is in a better position than a defendant to carry this burden. Preston, 485 F.3d at 813. Moreover, “longstanding [removal] doctrine placing the burden on a plaintiff to show exceptions to jurisdiction buttresses the clear congressional intent to do the same with CAFA.” Id. III. Analysis A. Class Size Requirement At no time prior to oral argument did Plaintiff assert that Defendants failed to meet the numerosity requirement. Defendants contend that the class size under CAFA is met as Plaintiff's class definition is very broad: since 1998, all customers of Challenge relating to a mortgage loan on Ohio realty. Therefore, the class size of more than 100 is easily established. At oral argument, Plaintiff noted that since Defendants had not come forth with any actual evidence establishing the size of the class, if the Court determines the class size exceeds 100, it would be mere speculation.[10] (Oral Arg. Tr. at 32.) The CAFA does not apply to class actions in which “the number of members of all proposed plaintiff classes in the aggregate is less than 100.” 28 U.S.C. § 1332(d)(5)(B). Thus the Court need only find that the proposed plaintiff class as defined for Counts One, Five, and Six must consist of 100 persons or more. Plaintiff defined the class in Counts One, Five, and Six as: “All persons who, during the period from October 30, 1998 to the present, purchased services from Challenge Investors Corp. relating to a mortgage loan on Ohio realty.”[11] (Amended Complaint ¶ 36.) Looking at the Amended Complaint at removal, and presuming that Plaintiff's factual contention was asserted in good faith and based upon evidentiary support or likely to have evidentiary support after opportunity for investigation and discovery, she alleged that Challenge entered into transactions with “no less than hundreds of persons.” (Amended Complaint ¶¶ 29–34, 39, 49, 59.) Therefore, there is present here a sufficient putative class size to fall within the CAFA. See Fed.R.Civ.P. 1 1(b)(3); See also Kendrick v. Standard Fire Ins. Co., 2007 WL 1035018, Case No. 06–141 (E.D.Ky. Mar. 31, 2007). *11 In addition, the Defendants claim through the Faoro declaration that the amount-in-controversy exceeds $9.3 million, representing the total amount of Ohio mortgage fee income received by Challenge from 2001 through 2007. (See discussion re: Amount–in–Controversy, below.) Considering that amount, if the class as defined consisted of fewer than 100 members, the average amount paid to Challenge by each client/borrower would exceed $93,000, an unrealistically high number. The class size requirement is met. B. Amount–in–Controversy Defendants contend that the amount-in-controversy requirement under CAFA is met, as the amount of damages Plaintiff is seeking is also broad—all sums received by Challenge in transactions involving Ohio real estate between 1998 and 2007. Defendants rely on the declaration and deposition testimony of Christopher Faoro to demonstrate that revenues of Challenge from Ohio mortgage loans during the period 2001 through 2007 was $9,394,640. Plaintiff challenged Faoro's declaration and deposition testimony for several reasons. First, Plaintiff claims that both are inadmissible as Faoro is employed by Nations, not Challenge. He conceded that he had no idea what components make up the revenue line-items on which he relied; he had no role in determining the accuracy of Challenge's data entries; and, he did not recall asking anyone at Challenge about the accuracy of the data. (Faoro's Dep. at 17–19; 30, 32, 38, 39, 44.) Plaintiff also argues that Faoro's declaration is inadmissible hearsay as it is a statement offered into evidence to prove the truth of the matter asserted. Faoro conceded at the deposition that the production of this report was not a regular business practice. In fact, he had never been asked to produce such a report. Id. at page 59–60. Plaintiff asserts the report would be inadmissible under the business-record exception as the report was not completed in the regular course of the business. See Fed.R.Evid. 803(6). However, at oral argument, Plaintiff conceded that if the Court finds the report to be admissible, then the amount-in-controversy is met. (Oral Arg. Tr. at 26.) Defendants argue that Faoro's testimony verified the integrated accounting system of Nations which consisted of financial data entered by Challenge and used in its day-to-day operations. (Faoro Dep. at 27–35.) He stated that while Challenge is no longer operating, the accounting system information is maintained on a secure server by Nations pursuant to the normal course of business between Nations, PiggyBanker, and Challenge. Id. at 27; (Faoro Dep. at pp. 12–21.) From this data, Faoro prepared the report listing Challenge's revenue from 2001–2007 for Ohio mortgage fee income. Records prepared in the course of regularly conducted business are particularly reliable as the person preparing the record has an incentive to be accurate. Pullins v. Klimley, 2008 WL 85871, *32 (S.D.Ohio, Jan.7, 2008) (citing United States v. Weinstock, 153 F.3d 272, 276 (6th Cir.1998)). Therefore, the Federal Rules of Evidence provide an exception to the inadmissibility of hearsay for business records. Id. *12 The business record exception sets forth the following four requirements for admissibility of documents that are otherwise hearsay: 1) the document must have been made in the course of a regularly conducted business activity; 2) the document must have been kept in the regular course of that business; 3) the regular practice of that business must have been to have made the document; and 4) the document must have been made by a person with knowledge of the transaction or from information transmitted by a person with knowledge. Pullins at *32 (citing United States v. Jenkins, 345 F.3d 928, 935 (6th Cir.2004) (citing Fed.R.Evid. 803(b))). Also, the document must be presented through “the testimony of the custodian or other qualified witness [.]” Id. (quoting Fed.R.Evid. 803(6)). The “other qualified witness,” if applicable, is not required to have control of the record or personal knowledge of the preparation of the record but is required to be familiar with the record-keeping procedures of the organization. Id. (citing Dyno Construction Co. v. Mc Wane, Inc., 198 F.3d 567–575–76 (6th Cir.1999)); Weinstock, 153 F.3d at 276. Business records meeting the criteria set forth in Fed .R.Evid. 803(6) are admissible “unless the source of information or the method or circumstances of preparation indicate lack of trustworthiness.” Id. (quoting Fed.R.Evid. 803(6)). The trial court is given “great latitude” on evidentiary rulings regarding trustworthiness and federal law favors the admission of evidence which has any probative value. United States v. Hathaway, 798 F.2d 902, 906 (6th Cir.1986). Applying Fed.R.Evid 803(6) and the case law, Faoro is not required to have personal knowledge of the preparation of the record but is required to be familiar with the record-keeping procedures of the business. Defendants have demonstrated that Faoro is familiar with their accounting procedures. He testified that he assisted the Chief Financial Officer of Nations in consolidating financial statements. He was knowledgeable about the accounting systems used and that he had been consolidating Challenge information throughout the period from 2001–2007. Id. at 12, 20, 47. Furthermore, Plaintiff has pointed to no circumstances that shows the integrated computer program lacked trustworthiness. As defense counsel pointed out to the court at oral argument, income taxes were computed based on this revenue figure; there is no justification for this amount to be inflated. Lastly, Faoro stated that the $9.3 million revenue figure was comprised of data from the automated accounting system and he believed the amount to be accurate. Id. at 46–47. The fact that Faoro had never run a similar report—that is he had not attempted to determine the revenue for a period of years from a single state where Challenge did business—does not render the figure unreliable as it is simply a computer query of otherwise reliable information entered in the regular course of business. Therefore, the Court concludes that Faoro's Declaration claiming $9 .3 million in revenue can be properly considered for CAFA jurisdiction. Plaintiff acknowledged that the full amount of the revenue received in mortgage fees by Challenge for the relevant time period is in controversy. (Oral Arg. Tr. at p. 34.) Defendants have established the amount-in-controversy requirement of CAFA. *13 As both class size and amount-in-controversy are established, this Court has jurisdiction unless the Plaintiff proves an exception is applicable. C. Home State Exception Plaintiff argues that this Court must remand this action to state court under the “home state exception” of CAFA. 28 U.S.C. § 1332(d)(4)(B). Under this exception, a district court shall decline jurisdiction where “two-thirds or more of the members of all proposed plaintiff classes in the aggregate, and the primary defendants, are citizens of the State in which the action was originally filed.” 28 U.S.C. § 1332(d)(4)(B). The burden is on the Plaintiff to prove the exception. CAFA's stated purpose of allowing federal courts to hear more interstate class actions is best furthered by placing the burden of proof on the party seeking to avail itself of a CAFA exception. Mattera v. Clear Channel Communications, Inc., 239 F.R.D. 70, 80 (S.D.N.Y.2006). At oral argument, Defendants conceded that over two-thirds of the class are Ohio citizens. (Oral Arg. Tr. at 50.) Therefore, the Court must determine the citizenship of the primary defendant or defendants. For purposes of determining diversity, state citizenship of a natural person is treated as synonymous with domicile. Safeco Ins. Co. v. City of White House, Tenn., 36 F.3d 540, 544 (6th Cir.1994). A corporation, however, is deemed the citizen of the state of incorporation and the state of its principal place of business. 28 U.S.C. § 1332(c)(1). “Primary defendant” is not defined in CAFA. However, as “evident from the statute's use of the phrase ‘the primary defendants' rather than ‘a primary defendant,’ ‘the plain language of the statute requires remand only when all of the primary defendants are residents of the same state in which the action was originally filed.’ “ Anthony v. Small Tube Mfg. Corp., 535 F.Supp.2d 506, 515 (E.D.Pa. Sept.2007) (quoting Robinson v. Cheetah Transportation, Civ.A.No. 06–0005, 2006 WL 3322580, at *3 (W.D.La. Nov.14, 2006)) (emphasis in original). Nevertheless, there seems to be a settled judicial understanding of “primary defendants” as those parties having a dominant relation to the subject matter of the controversy, in contrast to other defendants who played a secondary role by merely assisting in the alleged wrongdoing, or who are only vicariously liable. Passa v. Derderian, 308 F.Supp.2d 43, 61–64 (D.R.I.2004); Kitson v. The Bank of Edwardsville, 2006 U.S. Dist. Lexis 85285, *54, 2006 WL 3392752 (S.D.Ill. Nov. 22, 2006). The “secondary defendants” are those parties sued under theories of vicarious liability or joined for purposes of contribution or indemnification. Kitson at *55. Furthermore, this interpretation of “primary defendants” does not require a court to make a pretrial determination of liability or culpability, but rather requires only a review of the complaint to determine which defendants are sued directly. Id; see, e.g., Preston v. Tenet Healthsystem Mem. Med. Ctr., 485 F.3d 793 (5th Cir.2007); Anthony v. Small Tube Mfg.Corp., 535 F.Supp.2d at 516; Laws v. Priority Trustee Servs. of N.C., L.L.C., 2008 U.S. Dist. LEXIS 84758, *12, 2008 WL 3539512 (W.D.N.C. Aug. 11, 2008). *14 Here, Hurd, employed as a mortgage broker by Challenge, is the only defendant with Ohio citizenship. Plaintiff argues that Hurd is the only primary defendant as he is the broker who dealt directly with Plaintiff and allegedly did not provide her with the appropriate mortgage loan origination disclosure statements or inform her of the “yield spread premium.” Therefore, Plaintiff contends the two requirements are met and this court must decline jurisdiction. She avers that the purpose of enacting CAFA was to allow cases that appropriately belong in state court to remain there. Conceding that Hurd is not a named defendant in any class action claim, Plaintiff also argues that CAFA does not require that a “primary defendant” under the home state exception be a defendant from whom the putative class seeks relief. Defendants argue that Hurd is not a primary defendant as only one claim, count four, a personal claim by Plaintiff and not a class action claim, is asserted against him. Defendants contend while Hurd was the broker on Plaintiff's transaction, he was not the broker for all the class member transactions. Therefore, Hurd is not a primary defendant. In other words, Defendants argue that Hurd is not a “target” defendant because he does not have any “exposure to significant portions of the proposed class.” Defendants claim that Hurd was not a named defendant in the original complaint but was subsequently added, demonstrating further that he is not a primary defendant. Lastly, Defendants argue that if an individual employee or agent is the primary defendant even when not named, corporations would never be able to remove a case under CAFA as the corporation would always be vicariously liable. Hurd, an employee of Challenge, was the loan officer on Plaintiff's transaction in July 2007. However, Hurd was not the loan officer for all putative class member transactions during the relevant time period between 1998 and 2007. Per the Amended Complaint, Hurd was not issued his Ohio Loan Officer license until June 21, 2006, (Amended Complaint ¶ 23.) Challenge became a licensed Ohio Mortgage Broker as of October 30, 1998. (Amended Complaint ¶ 22.) Clearly, other putative class member claims are not based upon the actions of Defendant Hurd, leaving Challenge the only party having a “dominant relation to the subject matter of the controversy.” If Hurd is indeed a primary defendant, though not one from whom relief is requested by the class, as argued by Plaintiff, he is not the only primary defendant. The Court finds that Challenge is a primary defendant. Further, considering Count Six, the final class action claim, Plaintiff alleges that PiggyBanker, Nations and Messrs. Barian, Riley and Likens failed to preserve Challenge's assets. (Amended Complaint ¶¶ 118–126.) These Defendants have a “dominant relation to the subject matter of the controversy” set forth in that Count. At oral argument, Plaintiff admitted that under Count Six Nations, Riley and Likens are primary defendants. (Oral Arg. Tr. at 55.) *15 As all primary defendants are not Ohio citizens, the home state exception is inapplicable. IV. Conclusion As Defendants have established the requirements for federal jurisdiction under CAFA, and Plaintiff has not established the applicability of the home state exception, the Court recommends that Plaintiff's Motion to Remand be denied. Footnotes [1] The Defendants are: Challenge Financial Investors Corp. (“Challenge”), PiggyBanker Stock Company (“PiggyBanker”), Nations Holding Company (“Nations”), Daniel G. Hurd (“Hurd”), Harold Barian (“Barian”), Michael J. Riley (“Riley”), and Christopher M. Likens (“Likens”) (collectively, “the Defendants”). [2] CAFA requires the amount in controversy to exceed $5,000,000.00, 28 U.S.C. § 1332(d)(2); Faoro's Declaration states that the damages at issue amount to $9,394,640.00. (Doc. 37–2.) [3] 28 U.S.C. § 1332(d)(4)(B). [1] See 28 U.S.C. § 1332(d) [2] Challenge terminated its business some time in 2007. (Oral Arg. Tr. at 4.) [3] See Amended Complaint ¶¶ 9, 23; Notice of Removal ¶¶ 8–10; Doc. No. 34, Nations Opposition p. 3–4. [4] The Ohio Mortgage Broker Act, specifically Ohio Rev.Code §§ 1322.062 and 1322.071, sets forth what must be contained in a mortgage loan origination disclosure statement and the prohibited acts of Ohio mortgage brokers, including any “referral fee or kickback of any kind.” O.R.C. 1322.071(B)(3). Plaintiff alleges the non-disclosure of “yield spread premiums.” A yield-spread premium occurs when a broker causes a borrower to accept an interest rate higher than the rate a lender is willing to offer. In return, the broker receives a payment from the lender (usually a percentage of the difference), sometimes without the knowledge or consent of the borrower. [5] There are two other class-claims in the Amended Complaint. The classes in Counts Two and Three are not as broadly defined as they are limited by dates or legal issues. The Court will focus on the more broadly defined class as it, by definition in Plaintiff's Amended Complaint, contains the most putative members. [6] The amount requested in damages is consistent with Ohio statute. See Ohio Rev.Code § 1322.11(A)(2) which provides: “Damages awarded ... shall not be less than all compensation paid directly and indirectly to a mortgage broker from any source, plus reasonable attorney's fees and court costs.” [7] She initially argued that the Notice of Removal was fatally defective at the time of removal as Defendants failed to provide evidence establishing the amount-in-controversy requirement under the amendments to diversity jurisdiction enacted by the Class Action Fairness Act of 2005 (“CAFA”). At oral argument, Plaintiff conceded that although the Sixth Circuit has not addressed this issue, other courts in this district have allowed defendants to rely on post-petition evidence to support the grounds for removal. Oral Argument Tr. 22–23; Brown v. Jackson Hewitt, Inc., 2007 U.S. Dist. LEXIS 13328, *13, Case No. 1:06cv2632 (N.D.Ohio Feb. 27, 2007) (Gaughan, J.); Sierminski v. Transouth Financial Corp., 216 F.3d 945 (11th Cir.2000). Also, Congress contemplated that when making CAFA jurisdictional determinations, “a federal court may have to engage in some fact-finding, not unlike what is necessitated by the existing jurisdictional statutes.” S.Rep. No. 109–14, at 44; accord Hirschbach v. NVE Bank, 496 F.Supp.2d 451, 460 (D.N.J.2007). The Court will consider evidence beyond the first set of pleadings in order to determine jurisdiction. [8] In the Declaration of Chris Faoro dated August 25, 2008, submitted by Nations, Faoro is identified as a Nations employee in the Financial Department. (Doc. No. 37–2.) On August 11, 2008, Faoro signed a verification of Piggybanker's responses to discovery requests and identified himself as the Vice President of Piggybanker Stock Company. (Doc. No. 41–5, page 6.) [9] 28 U.S.C. § 1332(d)(2) and (5) states: The district courts shall have original jurisdiction of any civil action in which the matter in controversy exceeds the sum or value of $5,000,000, exclusive of interest and costs, and is a class action in which— (A) any member of a class of plaintiffs is a citizen of a State different from any defendants; (B) any member of a class of plaintiffs is a foreign state or a citizen or subject of a foreign state or a citizen or subject of a foreign state and any defendant is a citizen of a State; or (C) any member of a class of plaintiffs is a citizen of a State and any defendant is a foreign state or a citizen or subject of a foreign state. * * * (5) Paragraphs (2)-(4) shall not apply to any class action in which— * * * (B) the number of members of all proposed plaintiff classes in the aggregate is less than 100. [10] Defendants noted at oral argument that they have no knowledge of the status of Challenge's client/borrower records. (Oral Arg. Tr. at 12.) [11] There are two other class-claims in the Amended Complaint. The Classes in Counts Two and Three are not as broadly defined as they are limited by dates or legal issues. The Court will focus on the more broadly defined classes as they, by definition in Plaintiff's Amended Complaint, contain the most members.