Opinion
20 Civ. 8520 (PAE)
11-04-2020
JMG GROUP LLC, Plaintiff, v. ANTHONY SASSO and ARTISAN CAPITAL PARTNERS, Defendants.
ORDER
:
On October 13, 2020, plaintiff filed the complaint in this case, asserting diversity of citizenship of the parties as the sole basis for federal jurisdiction. Dkt. 1. On review, it appears to the Court one of the defendants is a limited liability company ("LLC"). The citizenship of an LLC is the citizenship of each of its constituent members, and the citizenship of a partnership is the citizenship of each of its constituent partners. While the complaint alleges that "plaintiffs are residents and citizens of the State of North Carolina; and the Defendants are residents and citizens of New York," the complaint does not also allege the citizenship of the LLC's members or the partnership's partners.
On October 20, 2020, Judge Briccetti, to whom this case was previously assigned, ordered plaintiff to submit a letter "explaining in detail: . . . The citizenship of every party in this case (including their constituent members) so that the Court can determine whether it has subject matter jurisdiction[.]" Dkt. 3. On November 2, 2020, plaintiff submitted a letter in response. Dkt. 5-1. That letter, however, did not explain in detail the citizenship of plaintiff's constituent members or the constituent members of defendant Artisan Capital Partners. Id. Instead, it only repeated the complaint's allegation that "Plaintiff JMG Group, an LLC . . . , is a citizen of North Carolina under federal law" and stated that "Joyti Patel, the titular head of the corporate plaintiff, is a citizen of North Carolina." Id. As to the defendants, the letter also failed to identify the partners of the partnership, stating only that "Defendants Anthony Sasso and the company of which he is the titular head are citizens of New York[.]" Id. None of these statements permit the Court to determine whether it possesses subject-matter over this dispute.
The letter also acknowledged that "this case does not qualify for a White Plains venue." Id. --------
To enable the Court to determine whether there is diversity of citizenship, plaintiffs must therefore file an amended complaint, which must allege (1) the citizenship of natural persons who are members of the plaintiff LLC and who are members of the defendant partnership; and (2) the place of incorporation and principal place of business of any corporate entities who are members of the LLC or partners of the partnership. See Herrick Co. v. SCS Commc'ns, Inc., 251 F.3d 315, 322 (2d Cir. 2001) ("[F]or purposes of establishing diversity, a partnership has the citizenship of each of its partners."); Handelsman v. Bedford Village Assoc. Ltd. P'ship, 213 F.3d 48, 51-52 (2d Cir. 2000) (citing Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998)); Strother v. Harte, 171 F. Supp. 2d 203, 205 (S.D.N.Y. 2001) ("For purposes of diversity jurisdiction, a limited liability company has the citizenship of each of its members."). If plaintiffs are unable to amend the complaint to allege truthfully complete diversity based upon the citizenship of each constituent person or entity of the LLC and partnership, then the complaint will be dismissed, without prejudice, for want of subject-matter jurisdiction. See Curley v. Brignoli, Curley & Roberts Assocs., 915 F.2d 81, 83 (2d Cir. 1990) ("[S]ubject matter jurisdiction is an unwaivable sine qua non for the exercise of federal judicial power.").
Accordingly, in the interests of justice, the Court grants plaintiffs leave to amend the complaint under Fed. R. Civ. P. 15(a)(2) to allege the citizenships of all (1) members of the plaintiff LLC; and (2) partners of the defendant partnership, by November 16, 2020.
SO ORDERED.
/s/_________
Paul A. Engelmayer
United States District Judge Dated: November 4, 2020
New York, New York