Szantho v. Great Dane LLC

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW MEXICO

ANDRAS SZANTHO, as Personal Representative of the Wrongful Death Estate of FLORIN IORDACHE,

Plaintiff,

vs. Civ. No. 25-108 JCH/SCY

GREAT DANE, LLC; GREAT DANE LIMITED PARTNERSHIP; GREAT DANE TRAILERS; CRA TRAILERS, INC.; and THERMO KING FRESNO, INC.,

Defendants.

ORDER TO FILE RULE 7.1 DISCLOSURE STATEMENTS

This matter comes before the Court following its Order to File Rule 7.1 Disclosure Statements. Doc. 10. The Court noted that the complaint did not sufficiently allege the citizenship of Defendant Great Dane, LLC by alleging that it is incorporated in Illinois with its principal place of business in Illinois. See Doc. 1 ¶ 2. Determining the citizenship of an unincorporated entity such as a limited liability company (LLC) requires determining the citizenship of each member of the LLC. See Siloam Springs Hotel, LLC v. Century Sur. Co., 781 F.3d 1233, 1237-38 (10th Cir. 2015) (the standard requiring determination of citizenship of all members applies to any “non-corporate artificial entity”). The Court ordered Defendant Great Dane, LLC to file a citizenship disclosure statement pursuant to Rule 7.1. Doc. 10 at 3; see Fed. R. Civ. P. 7.1(a)(2) (“In an action in which jurisdiction is based on diversity under 28 U.S.C. § 1332(a), a party or intervenor must, unless the court orders otherwise, file a disclosure statement. The statement must name—and identify the citizenship of—every individual or entity whose citizenship is attributed to that party or intervenor: when the action is filed in or removed to federal court.”); see also id. Committee Notes - 2022 Amendment (“The disclosure does not relieve a party that asserts diversity jurisdiction from the Rule 8(a)(1) obligation to plead the grounds for jurisdiction, but is designed to facilitate an early and accurate determination of jurisdiction.”). In response, Great Dane LLC stated:

Great Dane LLC is a Limited Liability Corporation which is incorporated in Illinois and with its principal place of business in Chicago, Illinois. Great Dane LLC has three members: Trailer Investors LLC (52%), Pines S LLC (24%), and HCNI I LLC (24%). Its members or the members of the members are citizens of Illinois, Arizona, California, Colorado, Delaware, New York, Massachusetts, or South Dakota. Doc. 11 at 1. This procedure—asserting citizenship without naming the members of each LLC down the entire business chain—is conclusory. It does not comply with Rule 7.1, which requires a party to “name” every entity whose citizenship is attributed to that party. Fed. R. Civ. P. 7.1(a)(2); Chesapeake Operating L.L.C. v. JK Red Dirt Rentals, LLC, No. 24cv245, 2024 WL 1776435, at *1 (W.D. Okla. Apr. 24, 2024) (ordering names of LLC members under Rule 7.1). This procedure is also insufficient to establish federal jurisdiction. Cf. Penteco Corp. Ltd. P'ship-1985A v. Union Gas Sys., Inc., 929 F.2d 1519, 1521 (10th Cir. 1991) (jurisdiction cannot be based on “conclusory allegations”). “[W]here an LLC has, as one of its members, another LLC, the citizenship of unincorporated associations must be traced through however many layers of partners or members there may be to determine the citizenship of the LLC.” Gerson v. Logan River Acad., 20 F.4th 1263, 1269 n.2 (10th Cir. 2021) (internal quotation marks omitted). Therefore, “[t]o properly allege the citizenship of one of these types of business entities [LLCs], the party seeking federal court jurisdiction must start by identifying each and every partner or member of the entity, and if any of those partners or members are themselves entities, their constituent persons or entities must also be identified, and so on as far down as necessary to unravel fully the citizenship of the entity before the court.” DCP Operating Co., LP v. Travelers Indem. Co., No. 24cv628 SMD/KRS, 2025 WL 404906, at *2 (D.N.M. Feb. 5, 2025) (internal quotation marks omitted). The Court orders Defendant Great Dane, LLC to amend its Citizenship Disclosure Statement to name each member of Trailer Investors LLC, Pines S LLC, and HCNI I LLC, and give each member’s citizenship, as far down the layers of members as is necessary to determine the citizenship of Great Dane, LLC. IT IS THEREFORE ORDERED that Defendant Great Dane, LLC shall file an amended corporate disclosure statement that fully complies with Rule 7.1(a)(2) no later than April 25, 2025. Mive STEVEN CZYARBROUGH UNITED STATES MAGIST E JUDGE