Opinion
Case No. 6:07-cv-292-Orl-31JGG.
April 6, 2007
ORDER
This matter comes before the Court on the Motion to remand (Doc. 12) filed by the Plaintiff, Terrence M. Ennis ("Ennis"), and the response (Doc. 15) filed by the Defendant, Flowers Baking Co. of Bradenton, LLC ("Flowers of Bradenton"). Flowers of Bradenton removed this breach of contract case from state court on March 5, 2007 on the basis of diversity jurisdiction. (Doc. 1). Ennis contends that diversity jurisdiction does not exist in this case because both he and the Defendant are citizens of Florida. (Doc. 12 at 2). Ennis bases this on an admission by Stephanie Tillman ("Tillman"), the general counsel of Flowers Foods, Inc., that the sole member of Flowers of Bradenton is "Flowers Baking Co. of Florida, LLC" ("Flowers of Florida"), which Tillman describes as "a Florida limited liability company." (Doc. 1-3 at 2).
Like a limited partnership, a limited liability company is a citizen of any state in which a member of the company is a citizen. Rolling Greens MHP, L.P. v. Comcast SCH Holdings, L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004). Thus, to determine the citizenship of Flowers of Bradenton, this Court must look to the citizenship of its sole member, Flowers of Florida. Contrary to Ennis's representation, Tillman did not admit that Flowers of Florida was a citizen of Florida. Tillman simply averred that Flowers of Florida was a Florida LLC. An LLC's membership, not its registration, determines its citizenship for diversity purposes. See Hale v. MasterSoft Intern. Pty. Ltd., 93 F.Supp.2d 1108, 1112 (D.Colo. 2000) (stating that a limited liability company is not a citizen of the state in which it was organized unless one of its members is a citizen of that state). See also Porterfield v. Flowers Baking Co. of Opelika, L.L.C., 2006 WL 1147333 (M.D.Ala. 2006) (examining membership of sole member of defendant LLC to determine citizenship, despite sole member being a Georgia-registered LLC) and City of Napierville v. Comcast of Illinois/West Virginia, LLC, 2003 U.S. Dist. Lexis 10998 (N.D.Ill. 2003) (examining membership of chain of single-member LLCs to determine citizenship of defendant LLC, despite LLCs all being Delaware LLCs).
The Court also notes that Plaintiff's argument is internally inconsistent. Tillman made an identical "admission" in regard to Flowers of Bradenton — i.e., that it was "a Florida limited liability company". (Doc. 1-3 at 2). However, the Plaintiff does not argue that this statement establishes the citizenship of Flowers of Bradenton in the same way that it purportedly does that of Flowers of Florida.
According to Tillman, the sole member of Flowers of Florida is Flowers Food Bakeries Group, LLC ("Flowers Bakeries"). Continuing to move up the chain, Tillman states that the sole member of Flowers Bakeries is a corporation — Flowers Foods, Inc. — which was incorporated in Georgia and has its principal place of business in that state. It is axiomatic that a corporation is deemed a citizen of any state by which it has been incorporated and the state where it has its principal place of business. 28 U.S.C. § 1332(c)(1). Thus, based on Tillman's affidavit, the corporation is deemed a citizen of Georgia. And moving back down the chain, each of the LLCs is deemed a citizen of Georgia because its sole member is a citizen of Georgia for diversity purposes. Because it appears that diversity exists between the Florida Plaintiff and the Georgia Defendant, the Motion to remand (Doc. 12) is DENIED. DONE and ORDERED.