Tri-County Metropolitan Transportation v. Butler Block, LLC

MEMORANDUM *

Tri-County Metropolitan Transportation District of Oregon (Tri-County) appeals the district court’s dismissal of its action against Butler Block, LLC (Butler) for lack of subject matter jurisdiction. We have jurisdiction pursuant to 28 U.S.C. § 1291, and affirm.

Regardless of whether one looks to Delaware law or Oregon law to determine the effect of SIP Management, LLC’s (SIP) administrative dissolution, it remains a member of Butler. See Del.Code tit. 6, §§ 18-304(2) & 18-801 (a)(l-5) (indicating-membership is terminated upon dissolution but not defining dissolution in a way that includes a temporary administrative dissolution for the failure to pay fees); Or .Rev. Stat. § 63.637(1-2) (indicating an administratively dissolved company “continues its existence” and that administrative dissolution does not “[p]revent commencement of a proceeding by or against the limited liability company in its limited liability company name”).

Because SIP was still a member of Butler at the time Tri-County filed suit, SIP’s *709citizenship was relevant for purposes of determining diversity of citizenship. As a limited liability company, Butler is deemed to be a citizen of all states where its members are citizens. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). Because both SIP and Tri-County are citizens of Oregon, complete diversity is lacking, and dismissal for lack of subject matter jurisdiction was appropriate. See 28 U.S.C. § 1332(a); cf. Caterpillar Inc. v. Lewis, 519 U.S. 61, 68, 117 S.Ct. 467, 136 L.Ed.2d 437 (1996) (“28 U.S.C. § 1332(a) ... applies only to cases in which the citizenship of each plaintiff is diverse from the citizenship of each defendant.”).

AFFIRMED.