UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:21-cv-01086-CAS-MAAx Date March 18, 2021 Title LEE MCPHERSON ET AL V. FIORE MANAGEMENT, LLC ET AL

Present: The Honorable CHRISTINA A. SNYDER Catherine Jeang Not Present N/A Deputy Clerk Court Reporter / Recorder Tape No.

Attorneys Present for Plaintiffs: Attorneys Present for Defendants: Not Present Not Present Proceedings: (IN CHAMBERS) — ORDER TO SHOW CAUSE REGARDING SUBJECT MATTER JURISDICTION On February 5, 2021, plaintiffs Lee McPherson, Canndescent JV, LLC and MSLTD, LLC filed this action against defendant Fiore Management, LLC, alleging claims for (1) breach of contract, (2) breach of the implied covenant of good faith and fair dealing, (3) accounting, and (4) declaratory relief. Dkt. 1 (“Compl.”). Plaintiffs allege that defendant has breached the parties’ January 19, 2019 Settlement Agreement and Release, resolving a matter filed in Santa Barbara Superior Court, by failing to timely make settlement payments to each of the plaintiffs. Id. 9 14-16. Plaintiffs alleges that the Court may exercise subject matter jurisdiction pursuant to

.

§ 5. Diversity jurisdiction extends to “all civil actions where the matter in controversy exceeds . . . $75,000 ... and is between . . . [c]itizens of different States.” Johnson v. Columbia Properties Anchorage, LP,

(9th Cir. 2006) (citing

(a)(1)). “Section 1332 requires complete diversity of citizenship: each of the plaintiffs must be a citizen of a different state than each of the defendants.” Morris v. Princess Cruises, Inc.,

(9th Cir. 2001). “In cases where entities rather than individuals are litigants, diversity jurisdiction depends on the form of the entity.” Johnson,

. “Like a partnership, an LLC 1s a citizen of every state of which its owners/members are citizens.”

Here, plaintiffs allege that plaintiffs McPherson and Canndescent JV, LLC are citizens of Texas and plaintiff MSLTD, LLC is a citizen of Louisiana for purposes of diversity jurisdiction. Compl. §] 7-9. Plaintiffs further allege that defendant Fiore Management, LLC is a citizen of California and, as such, that complete diversity exists in this case. Id. §10. However, plaintiffs Canndescent JV, LLC and MSLTD, LLC and

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:21-cv-01086-CAS-MAAx Date March 18, 2021 Title LEE MCPHERSON ET AL V. FIORE MANAGEMENT, LLC ET AL defendant Fiore Management, LLC are each LLCs, and, based on the record, the Court is unable to determine whether each LLC’s members are citizens of diverse states such that complete diversity exists. For example, it appears from the record that defendant Fiore Management, a California LLC, may be a current or former member of plaintiff Canndescent JV, a Texas LLC. To establish diversity jurisdiction pursuant to

(a)(1), plaintiffs must therefore demonstrate that the citizenship of each member of plaintiffs Canndescent JV, LLC and MSLTD, LLC is diverse from the citizenship of each member of defendant Fiore Management LLC. Accordingly, plaintiffs are hereby ORDERED TO SHOW CAUSE on or before April 1, 2021 why the instant action should not be dismissed for lack of subject matter jurisdiction.

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