Moshik Nadav Typography LLC v. Banana Republic, LLC

Opinion

SUONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : MOSHIK NADAV TYPOGRAPHY LLC, : : Plaintiff, : : -v- : 20-CV-8325 (JMF) : BANANA REPUBLIC, LLC, : ORDER : Defendant. : : ---------------------------------------------------------------------- X

JESSE M. FURMAN, United States District Judge:

Plaintiff Moshik Nadav Typography LLC brings this action against Defendant Banana Republic, 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 New York. See ECF No. 1 (“Complaint”) ¶ 5. It alleges that Defendant is a citizen of Delaware. See id. ¶ 5. 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., 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. 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 October 21, 2020, the Plaintiff shall amend its Complaint to allege the citizenship of each constituent person or entity comprising the Defendant. 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: October 7, 2020 New York, New York SSE MS+FURMAN United States District Judge