Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC

S.D. New York

Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC

DecidedFebruary 8, 2022

Docket1:22-cv-01048

StatusUnknown

This text of Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC (Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC, (S.D.N.Y. 2022).

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USONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : WELLS FARGO BANK, NATIONAL ASSOCIATION, : as Trustee, for the Benefit of the Holders of COMM 2018- : COR3 Mortgage Trust Commercial Mortgage Pass- : Through Certificates, Series 2018-COR3, : : 22-CV-1048 (JMF) Plaintiff, : : ORDER -v- : : JTRE 240 EAST 54TH STREET LLC, : : Defendant. : : ---------------------------------------------------------------------- X

JESSE M. FURMAN, United States District Judge:

Plaintiff Wells Fargo Bank, National Association brings this action against Defendant JTRE 240 East 54th Street 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 South Dakota. See ECF No. 1 (“Complaint”) ¶ 1. It alleges that Defendant JTRE 240 East 54th Street LLC (the “Defendant LLC”) is a citizen of New York and/or Connecticut. See id. ¶ 2. 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 February 15, 2022, the Plaintiff shall amend its Complaint to allege the citizenship of each constituent person or entity comprising the Defendant LLC. 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: February 8, 2022 New York, New York JESSE M-FURMAN nited States District Judge

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USONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : WELLS FARGO BANK, NATIONAL ASSOCIATION, : as Trustee, for the Benefit of the Holders of COMM 2018- : COR3 Mortgage Trust Commercial Mortgage Pass- : Through Certificates, Series 2018-COR3, : : 22-CV-1048 (JMF) Plaintiff, : : ORDER -v- : : JTRE 240 EAST 54TH STREET LLC, : : Defendant. : : ---------------------------------------------------------------------- X

JESSE M. FURMAN, United States District Judge:

Plaintiff Wells Fargo Bank, National Association brings this action against Defendant JTRE 240 East 54th Street 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 South Dakota. See ECF No. 1 (“Complaint”) ¶ 1. It alleges that Defendant JTRE 240 East 54th Street LLC (the “Defendant LLC”) is a citizen of New York and/or Connecticut. See id. ¶ 2. 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 February 15, 2022, the Plaintiff shall amend its Complaint to allege the citizenship of each constituent person or entity comprising the Defendant LLC. 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: February 8, 2022 New York, New York JESSE M-FURMAN nited States District Judge

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Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3 v. JTRE 240 East 54th Street LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wells-fargo-bank-national-association-as-trustee-for-the-benefit-of-the-nysd-2022.

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