EXO Opportunity Fund, LLC v. Patriot Renewable Fuels, LLC

District Court, S.D. New York

EXO Opportunity Fund, LLC v. Patriot Renewable Fuels, LLC

Trial Court Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK wee KX EXO OPPORTUNITY FUND LLC, : Plaintiff, : -v- : 25-CV-6337 (AS) PATRIOT RENEWABLE FUELS LLC and CHS INC.,_ : ORDER Defendants. : wee KX ARUN SUBRAMANIAN, United States District Judge: Plaintiff EXO Opportunity Fund brings this action against Defendants Patriot Renewable Fuels LLC and CHS Inc., 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 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, e.g., In re Bank of Am. Corp. Sec., Derivatives, and ERISA Litig.,

757 F. Supp. 2d 260

, 334 n.17 (S.D.N.Y. 2010). Accordingly, it is hereby ORDERED that, on or before August 11, 2025, EXO Opportunity Fund shall amend its Complaint to allege the citizenship of each constituent person or entity comprising each LLC who is a party to this suit. If, by that date, EXO Opportunity Fund ts 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 the parties. SO ORDERED. Dated: August 4, 2025 New York, New York ARUN S MANIAN United States District Judge

Reference

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