1700 Universe, LLC v. Seneca Insurance Company, Inc. ( 2024 )

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF MISSISSIPPI NORTHERN DIVISION 1700 UNIVERSE, LLC PLAINTIFF V. CIVIL ACTION NO. 3:24-CV-560-DPJ-ASH SENECA INSURANCE COMPANY, DEFENDANT INC. ORDER This matter is before the Court sua sponte to address deficiencies in Plaintiff 1700 Universe, LLC’s Rule 7.1 disclosure statement. On November 12, 2024, the Court ordered both parties to file complete Rule 7.1 disclosure statements on or before November 26, 2024. Order [7]. On November 15, 2024, Defendant Seneca Insurance Company, Inc., complied with its Rule 7.1 obligation. And on November 20, 2024, Plaintiff 1700 Universe, LLC, filed a Rule 7.1 disclosure statement, but it is incomplete. There remains time to correct it. Rule 7.1(a)(2) requires every party or intervenor in a case in which jurisdiction is based on diversity to file a disclosure statement that “must name—and identify the citizenship of— every individual or entity whose citizenship is attributed to that party or intervenor.” Fed. R. Civ. P. 7.1(a)(2) (emphasis added). “A party seeking to establish diversity jurisdiction must specifically allege the citizenship of every member of every LLC or partnership involved in a litigation.” Settlement Funding, L.L.C. v. Rapid Settlements, Ltd., 851 F.3d 530, 536 (5th Cir. 2017) (emphasis added). 1700 Universe’s Rule 7.1 disclosure statement fails to name its members, stating only that the LLC is “organized in the States of Mississippi and Wyoming, with its principal place of business in Hinds County, Mississippi, located at 1700 University Blvd., Jackson, Mississippi, 39204.” Disclosure Stmt. [11]. The state of incorporation and principal place of business are only material for corporations. But 1700 Universe is not a corporation—it is a limited liability company. 1700 Universe must, therefore, disclose the name and citizenship of its members. See SXSW, L.L.C. v. Fed. Ins. Co., 83 F.4th 405, 407 (5th Cir. 2023) (explaining the differences between corporate citizenship and LLC citizenship, and the difference between LLC membership and LLC ownership). To be clear, if any of 1700 Universe’s members is an LLC (or any other unincorporated entity), then 1700 Universe must also disclose the name and citizenship of “every member of every [unincorporated entity]” that is a part of the membership chain. MidCap Media Fin., L.L.C. v. Pathway Data, Inc., 929 F.3d 310, 314 (5th Cir. 2019) (quoting Settlement Funding, L.L.C., 851 F.3d at 536).1 Because 1700 Universe’s Rule 7.1 disclosure statement is incomplete, the Court finds 1700 Universe has not yet complied with the Court’s previous order. Order [7]. The Court therefore directs 1700 Universe to file a corrected (and complete) Rule 7.1 disclosure statement on or before the original deadline of November 26, 2024. If 1700 Universe fails to cure its non- compliance with the Court’s prior order, a show-cause order will issue. SO ORDERED AND ADJUDGED this the 21st day of November, 2024. s/ Andrew S. Harris UNITED STATES MAGISTRATE JUDGE 1 “‘The difference between citizenship and residency is a frequent source of confusion.’” SXSW, L.L.C., 83 F.4th at 407 (quoting MidCap Media, 929 F.3d at 313). “For natural persons, § 1332 citizenship is determined by domicile, which requires residency plus an intent to make the place of residency one's permanent home.” Id. “An allegation of residency alone ‘does not satisfy the requirement of an allegation of citizenship.’” Id. (quoting Strain v. Harrelson Rubber Co., 742 F.2d 888, 889 (5th Cir. 1984)). An LLC’s citizenship is determined by that of its members. Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077, 1080 (5th Cir. 2008). LLC ownership is not necessarily the same thing as LLC membership. SXSW, L.L.C., 83 F.4th at 408 (observing that several states permit LLC membership without ownership).