Accordion Partners LLC v. The Home For Little Wanderers, Inc.

District Court, S.D. New York

Accordion Partners LLC v. The Home For Little Wanderers, Inc.

Trial Court Opinion

SUONUITTEHDE RSTNA DTIESST RDIICSTT ROIFC TN ECWOU YROTR K ---------------------------------------------------------------------- X : ACCORDION PARTNERS LLC, : : Plaintiff, : : 25 Civ. 4366 (JPC) -v- : : ORDER THE HOME FOR LITTLE WANDERERS, INC., : : Defendant. : : ---------------------------------------------------------------------- X

JOHN P. CRONAN, United States District Judge:

Plaintiff filed its Complaint on May 23, 2025, invoking the Court’s subject matter jurisdiction on the ground of diversity of citizenship under

28 U.S.C. § 1332

. Dkt. 1. According to the Complaint, Plaintiff “is a New York limited liability company located in New York, New York.”

Id. ¶ 12

. The Complaint further alleges that Defendant “is a Massachusetts Nonprofit corporation located in Boston, Massachusetts.”

Id. ¶ 13

. A limited liability company (“LLC”) takes the citizenship of its members. See Handelsman v. Bedford Vill. Assocs. L.P.,

213 F.3d 48, 51-52

(2d Cir. 2000); see also Brady v. IGS Realty Co., No. 19 Civ. 10142 (PAE),

2020 WL 5414683

, at *10 (S.D.N.Y. Sept. 8, 2020). And “[f]or diversity purposes, a corporation is considered a citizen of the state in which it is incorporated and the state of its principal place of business.” Bayerische Landesbank, N.Y. Branch v. Aladdin Cap. Mgmt. LLC,

692 F.3d 42, 48

(2d Cir. 2012). A complaint premised upon diversity of citizenship must therefore allege the citizenship of natural persons who are members of an LLC as well as the place of incorporation and principal place of business of any corporate entities that are members of the LLC or otherwise parties to the case. See Handelsman,

213 F.3d at 51-52

; see, e.g., New Millennium Cap. Partners, III, LLC v. Juniper Grp. Inc., No. 10 Civ. 46 (PKC),

2010 WL 1257325

, at *1 (S.D.N.Y. Mar. 26, 2010). Here, the Complaint alleges only Plaintiff's and Defendant’s places of organization and where Plaintiff and Defendant are “located.” It does not allege their states of citizenship or the citizenship of any of Plaintiff’s members, as is required for the purposes of diversity jurisdiction. Accordingly, no later than August 18, 2025, Plaintiff shall amend its Complaint to allege the citizenship of each of its members as well as of Defendant.! If Plaintiff fails to amend its Complaint by that date, or otherwise properly establish this Court’s jurisdiction pursuant to

28 U.S.C. § 1332

(a)(2), the Court will dismiss this action for lack of subject matter jurisdiction without further notice. SO ORDERED. Dated: August 11, 2025 Wo. New York, New York JOHN P. CRONAN United States District Judge

' Additionally, under Federal Rule of Civil Procedure 7.1(a)(2), “[iJn an action in which Jurisdiction is based on diversity under

28 U.S.C. § 1332

(a), a party or intervenor must .. . file a disclosure statement . . . [that] name[s]—and identiflies] the citizenship of—every individual or entity whose citizenship is attributed to that party or intervenor.”

Reference

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