Opinion
CA 3:01-CV-1396-R.
October 31, 2001.
MEMORANDUM OPINION AND ORDER
Plaintiffs' Motion to Remand is before the Court. Plaintiffs Premier Project Management, Inc. ("Premier") and New Indianapolis Downtown Hotel, L.P. ("New Indianapolis, L.P.") brought this suit against Defendants Invensys Building Systems Inc. ("Building Systems") and Invensys P.L.C. alleging products liability, negligence and breach of warranty. This suit was originally filed in the 298th District Court of Dallas County, Texas, but was removed to this Court by the defendants. For the reasons stated below, Plaintiffs' Motion to Remand is GRANTED.
I. BACKGROUND FACTS
In December 1997, Premier contracted with the Gunau Company for the purchase and installation of approximately 400 motor control valves in the Radisson Hotel City Centre in Indianapolis, Indiana. These valves assist in the control of the temperature of the individual guest rooms, and were designed, manufactured and marketed by Defendants Building Systems and Invensys. The Plaintiffs allege that, since that time, the valves have failed and caused damage to the hotel.Plaintiffs originally filed this suit in the 298th Judicial District Court of Dallas County, Texas to recover damages. Defendants removed the case to this Court. The basis of that removal was diversity of citizenship.
II. ANALYSIS
A. Standard for Remand
Federal courts may remand cases removed from state court on the basis of any defect identified in a motion for remand made within 30 days after the filing of the notice of removal under 28 U.S.C. § 1446(a). 28 U.S.C. § 1447(c) (2001). If, on motion to remand, a federal court finds that it lacks subject matter jurisdiction, it has no choice but to remand the case back to state court. See id.
Subject matter jurisdiction based on diversity of citizenship is proper only when there is complete diversity between all plaintiffs and all defendants. Id.; see Brown v. Mine Safety Appliances Co., 753 F.2d 393, 394 (5th Cir. 1985). Complete diversity between the parties exists only when there is no plaintiff and no defendant who are citizens of the same state. 28 U.S.C. § 1332 (2001); see Wis. Dep't of Corrections v. Schacht, 524 U.S. 381, 388 (1998).
B. Diversity of the Parties
For jurisdictional purposes, a corporation is considered, both, a citizen of the state in which it is incorporated and a citizen of the state in which it has its principal place of business. 28 U.S.C. § 1332(c)(1) (2001). Defendant, Building Systems, is incorporated in the State of Delaware, and is, therefore, considered a citizen of Delaware for jurisdictional purposes.
In contrast to a corporation, a limited partnership is considered a citizen of every state in which its partners are citizens. Carden v. Arkoma Assocs., 494 U.S. 185, 195-96 (1990); Whalen v. Carter, 954 F.2d 1087, 1095 (5th Cir. 1992). Because Plaintiff, New Indianapolis, L.P., is a limited partnership, its citizenship is to be determined by looking to the citizenship of its partners. Its sole general partner is New Indianapolis Downtown GP, L.L.C. ("the L.L.C."). Like a limited partnership, the citizenship of a limited liability company is determined by the citizenship of its members. That is, an L.L.C. is considered a citizen of every state in which its members are citizens. See, e.g., Royal Ins. Co. of Am. v. Quinn-L Capital Corp., 960 F.2d 1286, 1292 (5th Cir. 1992) (holding that the citizenship of an unincorporated business association is determined by the citizenship of its members); accord Handelsman v. Bedford Vill.. 213 F.3d 48, 51-52 (2d Cir. 2000).
The sole member of New Indianapolis Downtown GP, L.L.C. is FGSB Hotel Management Corporation ("FGSB"). FGSB is incorporated in Delaware with its principal place of business in Delaware. Thus, for jurisdictional purposes, FGSB is a citizen of Delaware. Because FGSB is a citizen of Delaware, the L.L.C. is a citizen of Delaware; and, because the L.L.C. is a citizen of Delaware, Plaintiff, New Indianapolis, L.P., is a citizen of Delaware.
Because Plaintiff, New Indianapolis, L.P., and Defendant, Building Systems are both citizens of the same state, namely Delaware, this Court finds that it lacks subject matter jurisdiction based on diversity of the parties. There being no other basis for subject matter jurisdiction, this Court has no choice but to remand this case back to the 298th Judicial District Court of Dallas County.
In its Response to Plaintiffs' Motion to Remand, Defendants speculate that Plaintiff, New Indianapolis, L.P., may not be a proper party to this suit. This is an issue that should be taken up with the state court.