Palmco Administration, LLC v. Ragnar Consulting, LLC

District Court, S.D. New York

Palmco Administration, LLC v. Ragnar Consulting, LLC

Trial Court Opinion

USONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : PALMCO ADMINISTRATION, LLC, : : Plaintiff, : : -v- : 24-CV-9407 (AS) : RAGNAR CONSULTING, LLC and TYLER LYNCH, : ORDER : Defendants. : : ---------------------------------------------------------------------- X

ARUN SUBRAMANIAN, United States District Judge:

Plaintiff Palmco Administration LLC brings this action against defendants Ragnar Consulting LLC and Tyler Lynch, invoking the Court’s subject matter jurisdiction on the ground of diversity of citizenship. See

28 U.S.C. § 1332

. It is well established that a limited liability company (“LLC”) is deemed to be a citizen of each state of which its members are citizens. See, e.g., Handelsman v. Bedford Vill. Assocs. L.P.,

213 F.3d 48, 51-52

(2d Cir. 2000); see also Altissima Ltd. v. One Niagara LLC, No. 08-CV- 756S(M),

2010 WL 3504798

, at *2 (W.D.N.Y. Sept. 2, 2010) (noting that every other Court of Appeals to have considered LLC citizenship has held that an LLC has the citizenship of all of its members). Thus, a complaint premised upon diversity of citizenship must specifically allege the citizenship of natural persons who are members of an LLC and the place of incorporation and principal place of business of any corporate entities that are members of the LLC (including the citizenship of any members of the LLC that are themselves LLCs). See Handelsman,

213 F.3d at 51-52

; see also MidCap Media Fin., L.L.C. v. Pathway Data, Inc.,

929 F.3d 310, 314

(5th Cir. 2019) (“[T]o establish diversity jurisdiction, a party must specifically allege the citizenship of every member of every LLC.”). Accordingly, it is hereby ORDERED that, on or before December 27, 2024, the Plaintiff shall amend its Complaint to allege specifically the citizenship of each constituent person or entity comprising the plaintiff LLC. Summary allegations are insufficient. If, by that date, the Plaintiff is unable to amend the Complaint to truthfully allege complete diversity of citizenship, then the Complaint will be dismissed for lack of subject matter jurisdiction without further notice to either party. SO ORDERED. Dated: December 16, 2024 bo fp New York, New York ARUN SUBRAMANIAN United States District Judge

Reference

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