Blast Off Media Inc. v. Downtown Music Capital, LLC, Downtown Music LLC, and Downtown Music Holdings LLC

• Court: District Court, S.D. New York
• Decided: November 17, 2025
• Docket: 1:25-cv-09363
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

BLAST OFF MEDIA INC., Plaintiff, -y- 25 Civ. 9363 (PAE) DOWNTOWN MUSIC CAPITAL, LLC, DOWNTOWN MUSIC LLC, and ORDER DOWNTOWN MUSIC HOLDINGS LLC, Defendants.

PAUL A. ENGELMAYER, District Judge: On November 10, 2025, plaintiff filed the Complaint in this case, asserting diversity of citizenship of the parties as the sole basis for federal jurisdiction. Dkt. 1 § 13. The Complaint alleges that all three defendants are limited liability companies. Jd. J§ 17-19. The citizenship of an LLC is the citizenship of each of its members. Although the Complaint alleges that each defendant is a Delaware LLC with its principal place of business in New York, the Complaint does not also allege the citizenship of each defendant LLC’s members. To enable the Court to determine whether there is diversity of citizenship, plaintiff is therefore to file an amended complaint, which must allege, as to each defendant: (1) the citizenship of natural persons who are members of the LLC, and (2) the place of incorporation and principal place of business of any corporate entities that are members of the LLC. See Bayerische Landesbank, New York Branch v. Aladdin Cap. Mgmt. LLC, 692 F.3d 42, 49 (2d Cir. 2012) (limited liability company has the citizenship of each of its members). If plaintiff is unable to amend the Complaint to allege truthfully complete diversity based upon the citizenship of each constituent person or entity of the LLCs, then the Complaint will be dismissed, without

prejudice, for lack 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.”). To enable the Court to determine whether there is diversity of citizenship, plaintiff must therefore file an amended complaint.' Accordingly, in the interests of justice, the Court grants plaintiff leave to amend the complaint under Federal Rule of Civil Procedure 15(a)(2) to allege the citizenships of all members of the LLCs in this case by November 24, 2025. SO ORDERED.

PAUL A. ENGELMAYE United States District Judge Dated: November 17, 2025 New York, New York

' By separate order, the Court will grant plaintiff's motion for continued sealing of limited portions of the Complaint and accompanying exhibits, under Federal Rule of Civil Procedure 52(d) and Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 119-20 (2d Cir. 2006). Accordingly, to the extent that those sealed materials reappear in plaintiff's amended complaint and/or exhibits attached thereto, the Court authorizes plaintiff to file such with those materials publicly redacted (with unredacted versions filed under seal), for the reasons set forth in the Court’s order authorizing continued sealing as to the original Complaint.