DeFazio v. Boyden World Corporation ( 2020 )

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 JEFF DEFAZIO, Case No. 19-cv-06121-JST 8 Plaintiff, ORDER DISMISSING CASE WITH 9 v. LEAVE TO AMEND 10 BOYDEN WORLD CORPORATION, et al., 11 Defendants. 12 13 Noting that the complaint failed to allege the citizenship of any of the parties, the Court 14 previously ordered Plaintiff Jeff DeFazio to show cause as to why this case should not be 15 dismissed for lack of subject matter jurisdiction. ECF No. 18. DeFazio filed a timely response to 16 the order to show cause in which his counsel declares that, if given leave to do so, he would 17 amend the complaint to allege the citizenship of DeFazio and Defendants Dick McCallister, RAM 18 SF LLC, and Boyden World Corporation. ECF No. 24 at 1-2. 19 As to RAM SF LLC, the declaration states that McCallister, an Illinois citizen, “is the sole 20 manager of the LLC, as stated on the California Secretary of State’s website. Because the sole 21 member of the LLC is domiciled in Illinois, the LLC would also be a citizen of Illinois, and I 22 would amend the complaint accordingly.” Id. at 2 (emphasis added). It is not clear whether 23 DeFazio intends to allege that McCallister is the sole member, or only the sole manager, of the 24 LLC. This distinction is important because “an LLC is a citizen of every state of which its 25 owners/members are citizens,” Johnson v. Columbia Properties Anchorage, LP, 437 F.3d 894, 26 899 (9th Cir. 2006), and “the citizenship of an LLC’s managers is irrelevant when determining its 27 citizenship, unless the managers are members as well,” Neuport Assocs., LLC v. Newton, No. CV 1 by DeFazio from the Secretary of State indicates that there is one manager, but it is silent as to the 2 number of members. ECF No. 24 at 4. In addition, the record contains conflicting information: 3 || Defendants filed a disclosure statement indicating that William H. Clark Associates, Inc. “is the 4 sole owner of defendant RAM SF LLC.” ECF No. 17 at 2. The record is silent as to the 5 citizenship of William H. Clark Associates, Inc. 6 In light of the above, the Court remains unable to determine the citizenship of RAM SF 7 LLC, and it therefore continues to be unable to determine whether it has diversity jurisdiction over 8 this case. Accordingly, the case is dismissed for lack of subject matter jurisdiction. If DeFazio 9 wishes to amend his complaint, he must do so by March 20, 2020. If no amended complaint is 10 || filed by that date, the Court will enter judgment and close the file. 11 The case management conference currently scheduled for March 24, 2020, is continued to 12 || May 26, 2020. A joint case management statement is due May 19, 2020. 5 13 IT IS SO ORDERED. 14 || Dated: March 3, 2020 . . Z JON S. TIGAR a 16 ted States District Judge 18 19 20 21 22 23 24 25 26 27 28