Opinion
No. 08-35512.
Argued and Submitted July 10, 2009.
Filed July 16, 2009.
Amy Edwards, Joel A. Mullin, Esquire, James N. Westwood, Stoel Rives LLP, Portland, OR, for Plaintiff-Appellant.
Michael H. Simon, Cody M. Weston, Perkins Coie, LLP, Portland, OR, for Defendant-Appellee.
Appeal from the United States District Court for the District of Oregon, Ann L. Aiken, District Judge, Presiding. D.C. No. 6:08-CV-00259-AA.
Before: PREGERSON, RYMER and TASHIMA, Circuit Judges.
MEMORANDUM
This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.
Tri-County Metropolitan Transportation District of Oregon (Tri-County) appeals the district court's dismissal of its action against Butler Block, LLC (Butler) for lack of subject matter jurisdiction. We have jurisdiction pursuant to 28 U.S.C. § 1291, and affirm.
Regardless of whether one looks to Delaware law or Oregon law to determine the effect of SIP Management, LLC's (SIP) administrative dissolution, it remains a member of Butler. See Del. Code tit. 6, §§ 18-304(2) 18-801(a)(1-5) (indicating membership is terminated upon dissolution but not defining dissolution in a way that includes a temporary administrative dissolution for the failure to pay fees); Or. Rev. Stat. § 63.637(1-2) (indicating an administratively dissolved company "continues its existence" and that administrative dissolution does not "[p]revent commencement of a proceeding by or against the limited liability company in its limited liability company name").
Because SIP was still a member of Butler at the time Tri-County filed suit, SIP's citizenship was relevant for purposes of determining diversity of citizenship. As a limited liability company, Butler is deemed to be a citizen of all states where its members are citizens. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). Because both SIP and Tri-County are citizens of Oregon, complete diversity is lacking, and dismissal for lack of subject matter jurisdiction was appropriate. See 28 U.S.C. § 1332(a); cf. Caterpillar Inc. v. Lewis, 519 U.S. 61, 68, 117 S.Ct. 467, 136 L.Ed.2d 437 (1996) (" 28 U.S.C. § 1332(a) . . . applies only to cases in which the citizenship of each plaintiff is diverse from the citizenship of each defendant").