FILED Clerk 1 District Court 4 APR 16 2024 for the Northern Mariana Islands 3 By JP 4 IN THE UNITED STATES DISTRICT CouRT —(2Puly Clerk) FOR THE NORTHERN MARIANA ISLANDS 5 6 DAC INVESTMENT MANAGEMENT Case No. 1:24-cv-00004 (CHINA) LTD., 4 Plaintiff, 8 v. DECISION AND ORDER SUA SPONTE ° IMPERIAL PACIFIC INTERNATIONAL DISMISSING ACTION FOR LACK OF 10 (CNMI LLC. SUBJECT MATTER JURISDICTION 11 Defendant. 12 13 Plaintiff DAC Investment Management (China) Ltd. (“DAC”) filed a complaint, premised o1 14 1s diversity jurisdiction, against Defendant Imperial Pacific International (CNMI) LLC (“IPI”) for the □□□□□□□ 16 || due under an agreement made between IGT Asia Pte Ltd. (hereinafter, “IGT”) and IPI. (Compl. 1-2, ECI 17 || No. 1.) A review of the complaint reveals that subject matter jurisdiction has not been properly pleaded 18 || therefore, the Court issues this decision and order sua sponte dismissing the action for lack of □□□□□□□□□□□□ 19 and granting DAC leave to amend its complaint. 20 I. BACKGROUND 21 0 The facts as alleged in the complaint, in relevant part, are as follows. DAC is a corporatio1 3 incorporated in the State of Delaware with its principal place of business in the State of Illinois. (Compl. 24 |} 3.) IPL is a limited liability corporation organized and existing under the laws of the Commonwealth of th 25 || Northern Mariana Islands (“CNMI”) with its principal place of business in the CNMI. (/d. 4 4)(emphasi 26 || added). 27 II. LEGAL STANDARD 28 Federal courts are courts of limited jurisdiction empowered to hear only those cases authorized by th

1 Constitution or by Congress. Kokkonen v. Guardian Life Ins. Co. of Am.,

(1994). A court 2 must dismiss a case if it determines that it lacks subject-matter jurisdiction. Fed. R. Civ. P. 12(h)(3). 3 Federal courts have diversity jurisdiction over 4 all civil actions where the matter in controversy exceeds the sum or value of $75,000, exclusive 5 of interest and costs, and is between-- (1) citizens of different States; (2) citizens of a State and citizens or subjects of a foreign state . . . ; (3) citizens of different States and in which citizens 6 or subjects of a foreign state are additional parties[.]

7

(a). “The party seeking to invoke the district court’s diversity jurisdiction always bears the 8 burden of both pleading and proving diversity jurisdiction.” Rainero v. Archon Corp.,

(9th 9 Cir. 2016) (quoting NewGen, LLC v. Safe Cig, LLC,

, 613–14 (9th Cir. 2016)). “In cases where 10 entities rather than individuals are litigants, diversity jurisdiction depends on the form of the entity.” Johnson 11 v. Columbia Props. Anchorage, LP,

(9th Cir. 2006). For example, a corporation is a citizen 12 of the state of incorporation and the state where its principal place of business is located.

In contrast, a 13 limited liability company (“LLC”) “is a citizen of every state of which its owners/members are citizens.”

A 14 limited liability corporation is also “a citizen of all of the states of which its owners/members are citizens.” 15 16 Lindley Contours, LLC v. AABB Fitness Holdings, Inc.,

(9th Cir. 2011)(unpublished) 17 (citing Johnson,

). “[W]here an LLC is a member of another LLC, the citizenship of the ‘sub- 18 member’ LLC is likewise defined by the citizenships of its own members.” 19th Capital Grp., Inc. v. 3 GGG’s 19 Truck Lines, Inc., No. CV 18-2493 PA (RAOx),

, at *4,

20 (C.D. Cal. Apr. 3, 2018) (citations omitted). 21 III. DISCUSSION 22 In its complaint, DAC asserts diversity jurisdiction pursuant to

(a)(1). (Compl. ¶ 23 1.) However, the Court concludes it does not have diversity jurisdiction based on the complaint as presently 24 25 alleged. This Court has repeatedly recognized its lack of diversity jurisdiction for parties’ failure to 26 adequately plead the citizenship of businesses. See Supertech, Inc. v. My Choice Software, LLC, No. 1:23- 27 cv-00002,

, at *2 (D. N. Mar. I. Mar. 23, 2023) (collecting cases); BigBang Ent., LLC 28 1 2023). 2 DAC has failed to sufficiently plead the citizenship of Defendant IPI, which requires dismissal of 3 its complaint. See Thermax Inc. v. Coachillin Energy Co., LLC, No. EDCV 20-1984 DSF (KKx), 2020

, at *1 (C.D. Cal. Oct. 7, 2020) (ordering the plaintiff to file an amended 5 complaint correcting jurisdictional allegations as it failed to properly plead the citizenship of a LLC party). 6 7 Because DAC identifies IPI as a limited liability corporation,1 DAC must identify IPI’s members and their 8 citizenships. Since the complaint lacks these allegations, DAC had not met its burden to establish diversity 9 jurisdiction. See Lindley Countours, LLC, 414 Fed. App’x at 64 (holding that appellees failed to establish 10 complete diversity as they did “not allege the citizenship of all members of defendant limited partnerships and 11 limited liability corporations”). 12 IV. CONCLUSION 13 Because DAC has not adequately plead diversity jurisdiction, the Court sua sponte DISMISSES 14 the action, but grants DAC leave to amend its complaint to correct the deficiencies. DAC’s amended 15 complaint is due fourteen days from issuance of this order. 16 IT IS SO ORDERED this 16th day of April 2024. 17

18 ____________________________________ 19 RAMONA V. MANGLONA 20 Chief Judge

21

22 23 24 25 26 27 1 The undersigned is familiar with Imperial Pacific International (CNMI), LLC, a limited liability company, as it is a frequent litigant in this district. Thus, DAC is instructed to confirm IPI’s corporate structure - whether IPI is a limited liability corporation 28