CSMI LLC v. Intelagard, Inc.

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE

CSMI, LLC

v. Case No. 24-cv-235-SM-TSM Opinion No. 2025 DNH 047

Intelagard, Inc.

O R D E R Intelagard, Inc. filed a motion titled: “MOTION TO DISMISS FOR LACK OF PERSONAL AND/OR SUBJECT MATTER JURISDICTION.” Doc. no. 20. Despite its title, the motion moves to dismiss CSMI, LLC’s claims in this commercial contract dispute based on a forum selection clause and does not address either personal or subject matter jurisdiction. Nevertheless, “[f]ederal courts have an independent obligation to determine whether subject- matter jurisdiction exists, even when, as here, no party challenges it.” Industria Lechera De P.R., Inc. v. Beiro, 989 F.3d 116, 120 (1st Cir. 2021) (internal quotation marks omitted). In its complaint, CSMI, LLC invokes diversity jurisdiction under 28 U.S.C. § 1332(a). Doc. no. 1. Federal district courts have subject matter jurisdiction under § 1332(a) in suits “between ‘citizens of different States’ whose dispute involves more than a stated sum (the so-called amount-in-controversy).” Royal Canin U. S. A., Inc. v. Wullschleger, 604 U.S. 22, 26 (2025) (quoting § 1332(a)). “Key to establishing diversity jurisdiction are the citizenships of the parties before the court.” BRT Mgmt. LLC v. Malden Storage LLC, 68 F.4th 691, 695

(1st Cir. 2023). “[W]ith exceptions not relevant here, non- corporate legal entities take the citizenship of all of their members.” Id. at 696. “It is therefore the members’ citizenships that are relevant for jurisdictional purposes, not the principal place of business or the state of organization of the entity.” Id. The party invoking the court’s jurisdiction bears the burden of showing that jurisdiction exists. Woo v. Spackman, 988 F.3d 47, 53 (1st Cir. 2021). Plaintiff CSMI, LLC bears the burden of showing that subject matter jurisdiction exists. Id. Because CSMI is a limited liability company, its citizenship is determined by the citizenship of its members. In the complaint, however, for

purposes of identifying the parties, CSMI alleged only that it “is organized and existing under the laws of Delaware with its principal place of business at 14 Stiles Road, Suite 201, Salem, New Hampshire 03079.” Doc. no. 1, ¶ 2. That is insufficient to establish subject matter jurisdiction under § 1332(a). CSMI has not met its burden to show that subject matter jurisdiction exists in this court, and the case cannot proceed in the absence of jurisdiction. Conclusion For these reasons, CSMI, LLC shall file an amended complaint within fourteen days of the date of this order in which it alleges sufficient jurisdictional facts to demonstrate that diversity jurisdiction exists in this case (including the residency of each of its members). Failure to file an amended complaint that properly alleges jurisdiction within the time allowed will result in dismissal of the case for lack of subject matter jurisdiction.

SO ORDERED.

: Ze 7 McAuliffe nited States District Judge April 1, 2025 cc: Counsel of Record