United States District Court, D. Minnesota
N. ERICKSEN, UNITED STATES DISTRICT JUDGE
the jurisdiction conferred by 28 U.S.C. § 1332(a)
(2012), Patriot's Landing Investment I, LLC, brought this
action on October 19, 2016, against Arthur Shuster, Inc., for
breach of contract, unjust enrichment, and negligent
misrepresentation. The next day, the Honorable Katherine
Menendez, United States Magistrate Judge, notified
Patriot's Landing of deficiencies in the Complaint's
jurisdictional allegations and ordered Patriot's Landing
to rectify the deficiencies by November 3, 2016. In
particular, the magistrate judge noted Patriot's
Landing's failure to allege the citizenship of its
members. Order 2, ECF No. 5 (citing OnePoint Solutions,
LLC v. Borchert, 486 F.3d 342, 346 (8th Cir. 2007);
GMAC Commercial Credit LLC v. Dillard Dep't Stores,
Inc., 357 F.3d 827, 829 (8th Cir. 2004)).
November 1, 2016, Patriot's Landing filed an Amended
Complaint. Patriot's Landing alleged that it “is a
limited liability company organized under the laws of the
State of Washington” and that “[n]one of the
members of Patriot's Landing are residents of
Minnesota.” Three days later, the Court notified
Patriot's Landing that it had not alleged the citizenship
of its members. Order 3-4, ECF No. 9 (citing Reece v.
Bank of N.Y. Mellon, 760 F.3d 771, 777 (8th
Cir. 2014); D.B. Zwirn Special Opportunities Fund, L.P.
v. Mehrotra, 661 F.3d 124, 125-27 (1st Cir. 2011) (per
curiam); Lindley Contours, LLC v. AABB Fitness Holdings,
Inc., 414 F. App'x 62, 64-65 (9th Cir. 2011)). The
Court granted Patriot's Landing leave to amend.
Landing filed a Second Amended Complaint. Patriot's
Landing alleged that it “is a limited liability company
organized under the laws of the State of Washington”;
that its sole member is TCO, LLC, which is “a limited
liability company organized under the laws of the State of
Washington”; that “TCO has three members: Gene
Lynn, Traci Kennedy, and Careage Healthcare of California,
Inc.”; that Careage Healthcare of California is
“a Washington corporation”; that Lynn and Kennedy
are “Washington residents”; and that Careage
Healthcare of California is wholly owned by Lynn.
Landing failed to properly allege the citizenship of Careage
Healthcare of California. Patriot's Landing stated that
Careage Healthcare of California is a Washington corporation.
Patriot's Landing did not state where Careage Healthcare
of California has its principal place of business.
See 28 U.S.C. § 1332(c)(1) (stating “a
corporation shall be deemed to be a citizen of every State
and foreign state by which it has been incorporated and of
the State or foreign state where it has its principal place
of business”); Sanders v. Clemco Indus., 823
F.2d 214, 216 (8th Cir. 1987) (“Where the plaintiff
fails to state the place of incorporation or the principal
place of business of a corporate party, the pleadings are
inadequate to establish diversity.”).
Landing also failed to allege the citizenship of Lynn and
Kennedy. Notwithstanding the Court's citation of
Reece in the November 4 Order, Patriot's Landing
merely alleged that Lynn and Kennedy are Washington
residents. See, e.g., Reece, 760 F.3d at
777 (“[I]t is simply incorrect to say Reece's
Arkansas residency establishes Arkansas citizenship for the
purpose of diversity jurisdiction.”); Sanders,
823 F.2d at 216 (“We agree with the district court that
the pleadings in the present case do not establish diversity
jurisdiction. The complaint states Sanders's residency,
but not his citizenship.”).
Landing has filed three complaints, two in response to orders
that identified deficiencies in its jurisdictional
allegations. But Patriot's Landing has not yet alleged
the citizenship of its “sub-members.” See
Delay v. Rosenthal Collins Grp., LLC, 585 F.3d 1003,
1005 (6th Cir. 2009) (“[B]ecause a member of a limited
liability company may itself have multiple members-and thus
may itself have multiple citizenships-the federal court needs
to know the citizenship of each ‘sub-member' as
well.”); cf. Belleville Catering Co. v. Champaign
Mkt. Place, L.L.C., 350 F.3d 691, 693-94 (7th Cir. 2003)
(“Lawyers . . . must investigate rather than assume
jurisdiction; to do this, they first must learn the legal
rules that determine whose citizenship matters . . .
.”). Having failed to allege the citizenship of its
“sub-members, ” Patriot's Landing has not
satisfied its burden of alleging complete diversity of
Patriot's Landing a final opportunity to rectify the
deficiencies in its jurisdictional allegations, the Court
dismisses the Second Amended Complaint for lack of
subject-matter jurisdiction with leave to amend. See
28 U.S.C. § 1653 (2012) (“Defective allegations of
jurisdiction may be amended, upon terms, in the trial or
appellate courts.”). The Court defers entry of judgment
pending the anticipated filing of a Third Amended Complaint.
on the files, records, and proceedings herein, and for the
reasons stated above, IT IS ORDERED THAT:
Second Amended Complaint is DISMISSED for lack of
Patriot's Landing is granted leave to amend.
Patriot's Landing's Third Amended Complaint shall be