Opinion
For Indie Source, Inc., a California corporation, Plaintiff: Moises Saul Bardavid, LEAD ATTORNEY, Law Offices of Moses S Bardavid, Encino, CA.
For Where I'm From Apparel, LLC, an Ohio Limited Liability Company, Defendant: Carl James Kanowsky, Kanowsky and Associates, Santa Clarita, CA.
PROCEEDINGS: (IN CHAMBERS) ORDER TO SHOW CAUSE RE: REMAND
Fernando M. Olguin, United States District Judge.
On July 23, 2015, defendant Where I'm From Apparel, LLC (" defendant") removed plaintiff's complaint to federal court on the basis of diversity jurisdiction pursuant to 28 U.S.C. § 1332. (See Notice of Removal (" NOR") at ¶ 6).
The NOR states that defendant is an " Ohio limited liability company with its principal place of business located in the State of Ohio; hence Defendant is a citizen of the State of Ohio." (Id. at ¶ 10). The NOR further states that all of defendant's members are citizens of Ohio.
Limited liability companies (" LLCs") are treated like partnerships rather than corporations and are deemed " a citizen of every state of which its owners/members are citizens." Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006); see Grupo Dataflux v. Atlas Global Grp., L.P., 541 U.S. 567, 569, 124 S.Ct. 1920, 1923, 158 L.Ed.2d 866 (2004) (" [A] partnership . . . is a citizen of each State or foreign country of which any of its partners is a citizen."). " There is no such thing as 'a [state name] limited partnership' for purposes of diversity jurisdiction. There are only partners, each of which has one or more citizenships." Hart v. Terminex Int'l, 336 F.3d 541, 544 (7th Cir. 2003) (internal quotation marks omitted). Moreover, " [a]n LLC's principal place of business [or] state of organization is irrelevant" for purposes of diversity jurisdiction. See Buschman v. Anesthesia Business Consultants LLC, 42 F.Supp.3d 1244, 1248 (N.D. Cal. 2014); Tele Munchen Fernseh GMBH & Co. Produktionsgesellschaft v. Alliance Atlantis Int'l Distribution, LLC, 2013 WL 6055328, *4 (C.D. Cal. 2013) (" As a limited liability company, [defendant]'s principal place of business is irrelevant for purposes of diversity jurisdiction."). If a member of an LLC is a corporation, then the state of incorporation and its principal place of business must be shown.
Because it appears that defendant may not have taken into consideration the distinction between the citizenship of the corporation and that of an LLC, and has therefore not adequately set forth its citizenship, the court cannot determine whether it has subject matter jurisdiction. Accordingly, IT IS ORDERED that no later than August 7, 2015, defendant shall show cause in writing why this case should not be remanded for the reasons noted above. Among other things, defendant shall identify the citizenship and residence of each of its partners, members, and owners. Defendant's response shall be supported by a declaration. Failure to submit a response by the deadline set forth above may be deemed as consent to remand of the action to state court.