Cliff Yang v. Colliers International Group Inc., et al.

• Court: District Court, N.D. California
• Decided: January 20, 2026
• Docket: 3:25-cv-09680
• Status: Unknown

Opinion

1 2 3 4 5 UNITED STATES DISTRICT COURT 6 NORTHERN DISTRICT OF CALIFORNIA 7 8 CLIFF YANG, Case No. 3:25-cv-09680-JSC

9 Plaintiff, ORDER RE: MOTION TO REMAND 10 v. RE: DKT. NO. 15 11 COLLIERS INTERNATIONAL GROUP INC., et al., 12 Defendants.

13 14 Cliff Yang brought suit in the Alameda County Superior Court alleging he was the victim 15 of a multiparty real estate investment fraud. He brings claims for fraud, negligent 16 misrepresentation, breach of fiduciary duty, securities fraud under California law, and conversion 17 against seven Defendants: Colliers International Group Inc.; Millcreek Commercial Properties 18 LLC, Millrock Investment Fund1 LLC, KGL Advisors LLC, American Development Partners 19 LLC, Kevin Long, and Steve Caton. On November 12, 2025, Colliers removed the action to this 20 Court based on diversity and federal question jurisdiction. (Dkt. No. 2.1) Colliers then moved to 21 dismiss, and Defendant Millrock Investment Fund1 LLC appeared and separately moved to 22 dismiss. (Dkt. Nos. 5, 8.) Plaintiff thereafter moved to remand. (Dkt. No. 15.) After carefully 23 considering the arguments and briefing submitted, the Court concludes that oral argument is 24 unnecessary, see Civ. L.R. 7-1(b), VACATES the January 22, 2026 hearing, and GRANTS 25 Plaintiff’s motion to remand. Colliers has failed to meet its burden of demonstrating federal 26 subject matter jurisdiction, failed to secure consent of all properly served Defendants under 28 27 1 U.S.C. § 1446(b)(2)(A), and failed to cure its facially deficient Notice of Removal. 2 DISCUSSION 3 Plaintiff moves to remand based on lack of subject matter jurisdiction and procedural 4 defects in removal. 5 A. Lack of Subject Matter Jurisdiction 6 A defendant may remove an action from state court to federal court so long as the federal 7 court has original jurisdiction. See 28 U.S.C. § 1441(a). District courts have original jurisdiction over 8 cases that ‘aris[e] under’ federal law, § 1331,” which is known as “federal-question jurisdiction,” and 9 “cases in which the amount in controversy exceeds $75,000 and there is diversity of citizenship among 10 the parties, § 1332(a),” which is known as diversity jurisdiction. Home Depot U. S. A., Inc. v. Jackson, 11 139 S. Ct. 1743, 1746 (2019). The defendant seeking removal “bears the burden of establishing that 12 removal is proper,” and the “removal statute is strictly construed against removal jurisdiction.” 13 Provincial Gov’t of Marinduque v. Placer Dome, Inc., 582 F.3d 1083, 1087 (9th Cir. 2009). Further, 14 when a case is removed to federal court, the court has an independent obligation to satisfy itself it has 15 federal subject matter jurisdiction. See Valdez v. Allstate Ins. Co., 372 F.3d 1115, 1116 (9th Cir. 2004). 16 A case removed to federal court must be remanded to state court “if at any time before final judgment 17 it appears that the district court lacks subject matter jurisdiction.” 28 U.S.C. § 1447(c). 18 The Notice of Removal contends the Court has subject matter jurisdiction based on both 19 federal question and diversity jurisdiction. (Dkt. No. 2 at ¶¶ 8-24.) As to federal question jurisdiction, 20 Collier bases removal on Plaintiff’s allegation under his fraudulent misrepresentation claim that 21 “[t]hese actions constitute violations of: Rule 10-b5 under the Securities Exchange Act of 1934, 22 Section 17(a) of the Securities Act of 1933.” (Dkt. No. 1-2 at 40.) Colliers has not met its burden of 23 demonstrating federal question jurisdiction based on this allegation. Mere reference to federal statutes 24 within the factual allegations is not sufficient. See Duncan v. Stuetzle, 76 F.3d 1480, 1485 (9th Cir. 25 1996) (“[I]t must be clear from the face of the plaintiff’s well-pleaded complaint that there is a federal 26 question.”). Even if this were not the case, Plaintiff’s motion to remand clearly and unequivocally 27 disavows any intent to bring a claim under federal law. (Dkt. No. 15 at 5.) See Washeleski v. City of 1 “motion to remand as a disclaimer of any claims arising under federal law, or a motion to amend to 2 remove what the [defendant] has construed as federal claims”) (citing California ex rel. Harrison v. 3 Express Scripts, Inc., 154 F.4th 1069, 1077 (9th Cir. 2025) (recognizing disclaimers of federal claims 4 are “a mechanism available to plaintiffs who wish to limit their complaints and avoid federal 5 jurisdiction”); Doe v. Stanford Health Care, No. 5:24-cv-09359-BLF, 2025 WL 1024660, at *3-4 6 (N.D. Cal. Apr. 7, 2025) (granting leave to amend to remove federal claims)); see also Royal Canin U. 7 S. A., Inc. v. Wullschleger, 604 U.S. 22, 39 (2025) (holding if “a plaintiff, after removal, cuts out all 8 her federal-law claims, federal-question jurisdiction dissolves. And with any federal anchor gone, 9 supplemental jurisdiction over the residual state claims disappears as well” and when “[t]he operative 10 pleading no longer supports federal jurisdiction[] the federal court must remand the case to the state 11 court where it started.”). 12 As to diversity jurisdiction, the Notice of Removal indicates the amount in controversy is 13 satisfied because Plaintiff seeks $799,968 in damages, Plaintiff is a California resident, and “[n]one of 14 the named defendants are citizens of, domiciled in, or otherwise ‘at home’ in the State of California.” 15 (Dkt. No. 2 at ¶¶ 9, 12, 13.) Plaintiff brings claims against two individuals, one corporation (Colliers), 16 and four LLCs. The Notice of Removal states as follows as to the citizenship of the Defendants:

17 15. Colliers Internation[al] Group, Inc. is a foreign corporation with its principal place of business in Canada. 18 16. Millcreek Commercial Properties LLC is a limited liability company 19 located in Utah. Its sole member is KGL Real Estate Development which is also located in Utah, KGL Real Estate’s sole member is Kevin Long. 20 (Exhibits E, F).

21 17. Millrock Investment Fund 1 is a limited liability company located in Utah. Its sole member is SHC Management, LLC which is also located 22 in Utah. SHC Managements members are located in Utah as well. (Exhibits G, H). 23 18. Kevin Long is an individual residing in Utah. (Exhibit A at P. 15, 24 5:15-18).

25 19. KGL Advisors, LLC is a Utah limited liability company whose sole member is Kevin Long. (Exhibit I). 26 20. American Development Partners LLC dba identity for a business 27 named Jameson Holdings LLC which is a limited liability company 1 21. Stave Caton is an individual located in Illinois. (Exhibit A). 2 (Dkt. No. 2 at ¶¶ 15-21.) The supporting exhibits are printouts which provide address information and 3 information regarding each LLCs registered agent for service. (Dkt. No. 1-3 at 25-41; see also Dkt. 4 No. 2 at 7 (identifying Exhibits D-J as “Corporate Registration Statements”).) Colliers appears to 5 base its statements regarding the LLC members on the registered agent for service listed on these 6 printouts. (See, e.g., Dkt. No. 1-3 at 25-26 (stating Kevin Long is KGL’s registered agent for 7 service).) 8 Because “an LLC is a citizen of every state of which its owners/members are citizens,” 9 Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006), the state of 10 incorporation and registered agent for service are irrelevant to the question of diversity jurisdiction. 11 See Cone v. Greenwood Motor Lines Inc., No. CV-24-03119-PHX-DWL, 2025 WL 2107636, at *1 12 (D. Ariz. July 28, 2025) (finding allegations an LLC “‘is a foreign limited liability company domiciled 13 in Ohio and registered to do business in Maricopa County, Arizona,’ … irrelevant in assessing the 14 citizenship of an LLC, as an LLC ‘is a citizen of every state of which its owners/members are 15 citizens.’” (quoting Johnson, 437 F.3d at 899). 16 Colliers’ contention that it has met its burden of “affirmatively alleg[ing] diversity and even 17 attach[ing] supporting documentation, demonstrating its reasonable investigation into the membership 18 of the LLC defendants” is unpersuasive. (Dkt. No. 31 at 2.) First, the printouts Colliers offers do not 19 speak to citizenship of the LLC members—a registered agent for service is the person the LLC 20 designates for service of process. See, e.g., Cal. Corp. Code § 1502(b) (discussing requirements of 21 corporate registration statement including “designat[ation], as the agent of the corporation for the 22 purpose of service of process, a natural person residing in this state”). Second, Millrock Investment 23 Fund1 LLC’s corporate disclosure statement—which list 18 different members in contrast to the 24 one member alleged in the Notice of Removal—directly contradicts Colliers’ statements as to the 25 citizenship of the LLC members. (Compare Dkt. No. 9 with Dkt. No. 2 at ¶ 16.) Third, the 26 removal statute is strictly construed against removal jurisdiction, see Sharma v. HSI Asset Loan 27 Obligation Tr. 2007-1 by Deutsche Bank Nat’l Tr. Co., 23 F.4th 1167, 1170 (9th Cir. 2022), and courts 1 Martinez v. Am.’s Wholesale Lender, 764 F. App'x 592, 592 (9th Cir. 2019). As the removing party, 2 Colliers has the burden to establish complete diversity and cannot do so through “conclusory 3 statements.” Lindley Contours, LLC v. AABB Fitness Holdings, Inc., 414 F. App'x 62, 65 (9th Cir. 4 2011). When, as here, the removing party “fails to state the citizenship of the partners and members of 5 [all the defendant LLCs]….[they] fail[] to satisfy their burden to show complete diversity between the 6 parties.” Id. at *64. 7 Accordingly, Colliers has not met its burden of demonstrating federal subject matter 8 jurisdiction based on either federal question or diversity jurisdiction. 9 B. Procedural Defects in Removal 10 “All defendants who have been ‘properly ... served in the action’ must join a petition for 11 removal.” Destfino v. Reiswig, 630 F.3d 952, 956-57 (9th Cir. 2011) (citing 28 U.S.C. § 1446(a)). 12 The removing party has the burden “to explain affirmatively the absence of any co-defendants in 13 the notice of removal.” Prize Frize, Inc. v. Matrix (U.S.) Inc., 167 F.3d 1261, 1266 (9th Cir. 1999) 14 superseded by statute on other grounds as stated in Abrego Abrego v. Dow Chemical Co., 443 F.3d 15 676, 680 (9th Cir. 2006). 16 While Plaintiff brings his claims against seven Defendants, the November 12, 2025 Notice 17 of Removal was filed on behalf of Colliers only and did not indicate whether the other Defendants 18 consented to removal. (Dkt. No. 2.) Plaintiff contends the removal is therefore procedurally 19 defective. In response, Colliers argues “the only party that Plaintiff has left papers with is 20 [Colliers].” (Dkt. No. 31 at 3.) This does not satisfy a removing defendant’s burden; rather, “[a] 21 removing defendant must exercise due diligence to ascertain if other defendants have been served, 22 and simply checking if a proof of service has been filed with in the state court is insufficient.” 23 Gladle v. Wells Fargo Bank, N.A., No. CV 19-1315 PA (ASX), 2019 WL 1571863, at *2 (C.D. 24 Cal. Apr. 11, 2019). Here, a review of the Alameda County Superior Court docket indicates that 25 on November 13, 2025 Plaintiff filed proof of service of the summons and complaint on Millrock 26 Investment Fund1 LLC, stating it had been served on October 30, 2025, and on KGL Advisors 27 1 LLC, stating it had been served on November 3, 2025.2 That the proof of service was filed a day 2 after the removal is immaterial as Colliers was required to exercise due diligence beyond simply 3 checking the docket to determine if other defendants had been served. See Caudle v. Conestoga 4 Settlement Servs., LLC, No. 18 985 JGB (KKx), 2018 WL 3435403, at *3 (C.D. Cal. July 12, 5 2018) (holding the removing defendant failed to demonstrate due diligence when it failed to 6 contact opposing counsel and the other defendants to determine the status of service and collecting 7 cases holding similarly). Here, the Notice of Removal is silent as to any efforts Colliers made to 8 determine the status of service on the other defendants and fails to explain, as it must, “the absence 9 of any co-defendants in the notice of removal.” Prize Frize, 167 F.3d at 1266. 10 Millrock Investment Fund1 LLC has since appeared in this action and filed a motion to 11 dismiss. (Dkt. No. 8.) Even if the Court could infer Millrock Investment Fund’s consent from this 12 filing, Colliers has failed to secure the consent of Defendant KGL Advisors LCC, who was served 13 prior to removal. While a removing defendant has 30 days from service of the initial pleading to 14 secure the consent of any non-joining defendant, see 28 U.S.C. §§ 1446(b)(1), (b)(2)(A), more 15 than 30 days have passed and the record still does not reflect KGL Advisors LCC consented to 16 removal. Prize Frize, 167 F.3d at 1266 (finding removal improper “because the removal notice 17 was facially defective and the deficiencies uncured within the thirty-day statutory period.”). 18 Accordingly, this action must also be remanded for procedural defects in removal based on 19 Colliers’ facially deficient Notice of Removal and failure to secure consent of all properly served 20 Defendants under 28 U.S.C. § 1446(b)(2)(A). 21 CONCLUSION 22 For the reasons stated above, Plaintiff’s motion to remand is GRANTED. This action is 23 remanded to the Alameda County Superior Court. 24 // 25 // 26 2 The Court takes judicial notice of the state court docket and related filings. Fed. R. Evid. 201(b); 27 Harris v. Cty. of Orange, 682 F.3d 1126, 1132 (9th Cir. 2012) (“We may take judicial notice of 1 This Order disposes of Docket No. 15. 2 3 IT IS SO ORDERED. 4 || Dated: January 20, 2026 5 ’ re 6 ACQUELINE SCOTT CORLEY 7 United States District Judge 8 9 10 11 12

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