Label Health, LLC v. Haywire Consulting, Inc.

DOCUMENT ELECTRONICALLY FILED UNITED STATES DISTRICT COURT DOC #: THERN DISTRICT OF NEW YORK eee □ mm sou STRICTO ° DATE FILED: _ 3/25/2021 Label Health, LLC, 1:20-cv-05640 (VSB) (SDA) Plaintiff, ORDER -against- Haywire Consulting, Inc. et al., Defendants.

STEWART D. AARON, UNITED STATES MAGISTRATE JUDGE: By Order dated March 18, 2021, the Court instructed Plaintiff, a limited liability company, to “file an affidavit or declaration that sets forth the citizenship of each of the members of Plaintiff Label Health, LLC.” (Order, ECF No. 28 (emphasis added).) On March 22, 2021, Plaintiff filed Affidavits executed by David Miller and Jeffery Miller. (D. Miller Aff., ECF No. 30; J. Miller Aff., ECF No. 31.) These Affidavits attest that (1) David Miller and Jeffery Miller are Plaintiffs co-founders and its President and CEO, respectively, and each resides in New York State; and (2) Plaintiff is organized under the laws of New York State and has its principal place of business in New York State. However, neither affidavit expressly identifies any member of Plaintiff, still less sets forth the citizenship of each such member.

A limited liability company “takes the citizenship of its members.” Bayerische Landesbank, New York Branch v. Aladdin Capital Mgmt. LLC, 692 F.3d 42, 49 (2d Cir. 2012) (emphasis added) (citing Handelsman v. Bedford Village Assoc. Ltd. P’ship, 213 F.3d 48, 51 (2d Cir. 2000)); see also N.Y. Ltd. Liab. Co. L. § 203(c) (“At the time of its formation, a limited liability company must have at least one member.”). “A complaint premised upon diversity of citizenship must allege the citizenship of natural persons who are members of a limited liability company and the place of incorporation and principal place of business of any corporate entities who are members of the limited liability company.” New Millennium Capital Partners, Ill, LLC v. Juniper Grp. Inc., No. 10- CV-00046 (PKC), 2010 WL 1257325, at *1 (S.D.N.Y. Mar. 26, 2010) (emphases added) (citing Handelsman, 213 F.3d at 51-52). Accordingly, here, unless and until Plaintiff sets forth the citizenship of each of its members, and the Court confirms the existence of complete diversity, the Court has no basis for exercising diversity jurisdiction.

By reason of the foregoing, it is hereby ORDERED that, no later than Thursday, April 1, 2021, Plaintiff shall file an affidavit or declaration that expressly sets forth the identity and citizenship of each member of Plaintiff Label Health, LLC.

SO ORDERED.

Dated: New York, New York March 25, 2021 List A.

STEWART D. AARON United States Magistrate Judge