Envision Highland, LLC v. Bank of America N.A.

• Court: District Court, S.D. New York
• Decided: July 12, 2022
• Docket: 1:22-cv-05872
• Status: Unknown

Opinion

USONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : ENVISION HIGHLAND, LLC, : : Plaintiff, : : -v- : 22-CV-5872 (JMF) : BANK OF AMERICA, N.A. et al., : ORDER : Defendants. : : ---------------------------------------------------------------------- X

JESSE M. FURMAN, United States District Judge:

Plaintiff Envision Highland, LLC brings this action against Defendants Bank of America, N.A., Wells Fargo Bank, N.A., Berkadia Commercial Mortgage, LLC, and Rialto Capital Advisors, LLC, invoking the Court’s subject matter jurisdiction on the ground of diversity of citizenship. See 28 U.S.C. § 1332. Plaintiff alleges that it is a citizen of Maryland. See ECF No. 4 (“Complaint”) ¶ 2. It alleges that Defendants Berkadia Commercial Mortgage, LLC and Rialto Capital Advisors, LLC (the “Defendant LLCs”) are citizens of Delaware and New York, and Delaware and Florida, respectively. See id. ¶¶ 5-6. It is well established that a limited liability company (“LLC”) is deemed to be a citizen of each state of which its members are citizens. See, e.g., Handelsman v. Bedford Vill. Assocs. L.P., 213 F.3d 48, 51-52 (2d Cir. 2000); see also Altissima Ltd. v. One Niagara LLC, No. 08-CV- 756S(M), 2010 WL 3504798, at *2 (W.D.N.Y. Sept. 2, 2010) (noting that every other Court of Appeals to have considered LLC citizenship has held that an LLC has the citizenship of all of its members). Thus, a complaint premised upon diversity of citizenship must allege the citizenship of natural persons who are members of an LLC and the place of incorporation and principal place of business of any corporate entities that are members of the LLC (including the citizenship of any members of the LLC that are themselves LLCs). See Handelsman, 213 F.3d at 51-52; see also, e.g., □□ □□ Bank of Am. Corp. Sec., Derivatives, and ERISA Litig., 757 F. Supp. 2d 260, 334 n.17 (S.D.N.Y. 2010). In the present case, the Complaint fails to do so. In addition, it alleges only the business addresses of the Plaintiff and the corporate Defendants rather than their states of citizenship, as required for purposes of diversity jurisdiction. See, e.g., Leveraged Leasing Admin. Corp. v. PacifiCorp Capital, Inc., 87 F.3d 44, 47 (2d Cir. 1996) (holding that a complaint that fails to plead citizenship of relevant parties does not properly assert diversity jurisdiction). Accordingly, it is hereby ORDERED that, on or before July 19, 2022, the Plaintiff shall amend its Complaint to allege the citizenship of each constituent person or entity comprising the Defendant LLCs as well as the citizenship of all individual parties. If, by that date, the Plaintiff is unable to amend the Complaint to truthfully allege complete diversity of citizenship, then the Complaint will be dismissed for lack of subject matter jurisdiction without further notice to either party. SO ORDERED. Dated: July 12, 2022 New York, New York SSE RMAN Uhited States District Judge