Opinion
21-CV-6463 (JMF)
08-04-2021
BB&HC, LLC et al., Plaintiffs, v. INDUSTRYBUILT SOFTWARE LTD. et al., Defendants.
ORDER
JESSE M. FURMAN, United States District Judge
Plaintiffs BB&HC, LLC; Cherry Capital Foods, LLC; and Earthy Delights, Inc. bring this action against Defendants Industrybuilt Software Ltd. and Aptean Inc., invoking the Court's subject matter jurisdiction on the ground of diversity of citizenship. See ECF No. 1 (“Compl.”), ¶ 11. Plaintiffs allege that Defendant Industrybuilt Software Ltd. is “a foreign private limited company organized and previously existing under the laws of Ontario, Canada.” Id. ¶¶ 5-8.
It is well established that, “for purposes of diversity jurisdiction, a corporation is deemed to be a citizen of both the state of its incorporation and the state where it has its principal place of business, ” Durant, Nichols, Houston, Hodgson & Cortese-Costa P.C. v. Dupont, 565 F.3d 56, 59 (2d Cir. 2009) (emphasis added) (citing 28 U.S.C. § 1332(c)), whereas a limited liability company or LLC is deemed to be a citizen of each state of which its members are citizens, see, e.g., Handelsman v. Bedford Vill. Assocs. L.P., 213 F.3d 48, 51-52 (2d Cir. 2000). Thus, courts generally inquire whether a foreign business entity “is structured or organized as an equivalent to either a corporation or a limited liability company under United States law” as the first step in determining the entity's citizenship for purposes of diversity jurisdiction. Century Metal Recycling, Pvt. Ltd. v. Dacon Logistics, LLC, No. 3:13-CV-00093 (CSH), 2013 WL 5929816, at *3 (D. Conn. Nov. 4, 2013); see also, e.g., Horne v. Krecker, No. 2:20-CV-71 (TLS) (JPK), 2020 WL 814007, at *2 (N.D. Ind. Feb. 19, 2020) (addressing a Canadian limited company). The party or parties invoking the Court's subject matter jurisdiction - here, Plaintiffs - bear the burden of establishing that jurisdiction exists. See, e.g., Conyers v. Rossides, 558 F.3d 137, 143 (2d Cir. 2009)
Accordingly, it is hereby ORDERED that, on or before August 18, 2021, Plaintiffs shall address in writing, filed on ECF, the nature of Defendant Industrybuilt Software Ltd.'s structure for purposes of determining its citizenship. If its structure is equivalent to that of a United States limited liability company or partnership, then Plaintiffs shall also address the citizenship of each of its members (or the appropriate analogue). Defendants may file a response no later than August 25, 2021, or within one week of entering a notice of appearance, whichever is later.
Plaintiffs shall promptly serve Defendants with a copy of this Order and file proof of such service on the docket no later than August 10, 2021.
SO ORDERED.