Kang v. BKCoin Management LLC

• Court: District Court, S.D. New York
• Decided: May 4, 2023
• Docket: 1:23-cv-03692
• Status: Unknown

Opinion

USONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : KEVIN KANG, : : Plaintiff, : : -v- : 23-CV-3692 (JMF) : BKCOIN MANAGEMENT LLC, et al., : ORDER : Defendants. : : ---------------------------------------------------------------------- X

JESSE M. FURMAN, United States District Judge:

Plaintiff Kang brings this action against Defendants BKCoin Management LLC, BKCoin Capital LP, and Michael Goldberg, invoking the Court’s subject matter jurisdiction on the ground of diversity of citizenship. See 28 U.S.C. § 1332. Plaintiff alleges that he is a citizen of the State of New York. See ECF No. 1 (“Complaint”) ¶ 1. He alleges that Defendant BKCoin Capital LP “is a Delaware Limited Partnership” and that “[i]ts general partner is BKCoin [Management LLC].” Id. ¶ 12. He also alleges that Defendant BKCoin Management LLC “is a Delaware limited liability company” and that “[i]ts only managing member at this time is Carlos Betancourt,” who “is a citizen of the State of Florida.” Id. ¶ 13. It is well established that limited liability companies (“LLCs”) and limited partnerships are 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 all natural persons who are members or partners of an LLC or a limited partnership 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 or limited partnerships). See Handelsman, 213 F.3d at 51-52; see also, e.g., In re 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. It contains only allegations concerning the “general partner” of BKCoin Capital LP, not all partners, and the “managing member” of BKCoin Management LLC, not all members. Accordingly, it is hereby ORDERED that, on or before May 25, 2023, the Plaintiff shall amend his Complaint to allege the citizenship of each constituent person or entity comprising the Defendant LLC and Defendant limited partnership. If, by that date, the Plaintiff 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: May 4, 2023 New York, New York ESSE RMAN ited States District Judge