Off White Operating SRL v. Saks & Company LLC

• Court: District Court, S.D. New York
• Decided: July 30, 2025
• Docket: 1:25-cv-06203
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------------x OFF WHITE OPERATING SRL and VENICE SRL, Plaintiffs,

25-cv-6203 (PKC)

-against- ORDER

SAKS & COMPANY LLC and SAKS.COM LCC,

Defendants. -----------------------------------------------------------x

CASTEL, U.S.D.J. The limited subject matter jurisdiction of a district court is best addressed at the outset of a case. It falls upon the Court to raise issues of subject matter jurisdiction sua sponte. The Complaint asserts subject matter jurisdiction based on diversity of citizenship. (Compl’t ¶ 4.) “It is firmly established that diversity of citizenship should be distinctly and positively averred in the pleadings, or should appear with equal distinctness in other parts of the record.” Leveraged Leasing Admin. Corp. v. PacifiCorp Cap., Inc., 87 F.3d 44, 47 (2d Cir. 1996). “It is axiomatic that diversity jurisdiction is available only when all adverse parties to a litigation are completely diverse in their citizenships.” Washington Nat’l Ins. Co. v. OBEX Grp. LLC, 958 F.3d 126, 133 (2d Cir. 2020) (quotation marks omitted). Where a complaint premised upon diversity of citizenship names a limited liability company as a party, it must allege the citizenship of natural persons who are members of the limited liability company as well as the place of incorporation and principal place of business of any corporate entities that are members of the limited liability company. See Platinum- Montaur Life Sciences, LLC v. Navidea Biopharmaceuticals, Inc., 943 F.3d 613, 615 (2d Cir. 2019). The Complaint asserts that defendant Saks & Company LLC is a limited liability

company organized under Delaware law with headquarters in New York. (Compl’t ¶ 8.) It asserts that defendant Saks.com LLC is a limited liability company organized under Delaware law with headquarters in New York. It does not identify the citizenship of any members of the two limited liability companies. The Complaint also identifies plaintiffs Off White Operating SRL and Venice SRL as Italian corporation with “registered offices” in Milan. (Compl’t ¶ 7.) For the purposes of alleging diversity jurisdiction, “a corporation shall be deemed to be a citizen . . . of the State or foreign state where it has its principal place of business . . . .” 28 U.S.C. § 1332(c)(1). “‘[P]rincipal place of business’ is best read as referring to the place where a corporation's officers direct, control, and coordinate the corporation’s activities.” Hertz Corp. v. Friend, 559

U.S. 77, 92-93 (2010). Within fourteen (14) days of this Order, plaintiff may serve a single interrogatory upon each of Saks & Company LLC and Saks.com LLC as to the citizenship of all natural persons who are its members, and if any corporation is a member, the jurisdiction under whose laws it is incorporated and the principal place of business. The defendant shall serve its response to the interrogatory within fourteen (14) days. Within forty-five (45) days of this Order, plaintiffs shall amend their complaint to correct the jurisdictional deficiencies by truthfully and accurately alleging the citizenship of the defendant limited liability companies and to allege the locations of plaintiffs’ principal places of business, as opposed to their registered offices. If, by this date, plaintiffs fail to allege complete diversity of citizenship, the action will be dismissed for lack of subject matter jurisdiction without further notice to any party. SO ORDERED. LZ Pl United States District Judge Dated: New York, New York July 30, 2025

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