Broadwall Management Corp. v. Affiliated FM Insurance Company ( 2021 )

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK BROADWALL MANAGEMENT CORP. et al., Plaintiffs, 21 Civ. 10247 (PAE) -v- ORDER AFFILIATED FM INSURANCE CO., Defendant. PAUL A. ENGELMAYER, District Judge: On December 2, 2021, defendant Affiliated FM Insurance Co. (“Affiliated FM”) removed this case from New York State Supreme Court, New York County, to this Court, invoking subject matter jurisdiction by reason of diversity of citizenship, 28 U.S.C. § 1332. Dkt. 1 ¶ 3. As pled, numerous plaintiffs are limited liability companies. Dkt. 1-1 ¶¶ 12–43. While the complaint alleges that each plaintiff is organized under the laws of, and has its principal place of business in, either New York or Illinois, the complaint does not also allege the citizenship of the LLC’s members. To enable the Court to determine whether there is diversity of citizenship, plaintiffs are directed to file an amended complaint, which must allege (1) the citizenship of natural persons who are members of the LLC and (2) the place of incorporation and principal place of business of any corporate entities who are members of the LLC. See Handelsman v. Bedford Village Assoc. Ltd. P’ship, 213 F.3d 48, 51–52 (2d Cir. 2000) (citing Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998)); Strother v. Harte, 171 F. Supp. 2d 203, 205 (S.D.N.Y. 2001) (“For purposes of diversity jurisdiction, a limited liability company has the citizenship of each of its members.”). If plaintiff is unable to amend the complaint to allege truthfully complete diversity based upon the citizenship of each constituent person or entity of the LLC, then the complaint will be dismissed, without prejudice, for want of subject matter jurisdiction. See Curley v. Brignoli, Curley & Roberts Assocs., 915 F.2d 81, 83 (2d Cir. 1990) (“[S]ubject matter jurisdiction is an unwaivable sine qua non for the exercise of federal judicial power.”). Accordingly, in the interests of justice, the Court grants plaintiff leave to amend the complaint under Federal Rule of Civil Procedure 15(a)(2) to allege the citizenships of all members of the LLCs in this case by December 13, 2021. SO ORDERED. ____________________________ PAUL A. ENGELMAYER United States District Judge Dated: December 6, 2021 New York, New York