Asia Pacific Investment Partners v. EdisonLearning, Inc

Background

Plaintiffs Darren Farlow and Asia Pacific Investment Partners filed the complaint on January 23, 2025, against multiple defendants. The complaint asserted that the court had diversity-of-citizenship jurisdiction under 28 U.S.C. § 1332. That jurisdiction generally requires that opposing parties be citizens of different states and that more than $75,000 be in dispute.

Jurisdictional Deficiencies

The court held that the complaint did not adequately plead the parties’ citizenship. For Edison Receivables Company LLC, the complaint stated where the company was organized and authorized to do business but did not identify the citizenship of each member. For N. Harris Computer Corporation, the complaint described the entity’s organization but likewise did not provide the citizenship information required for a limited liability company.

The complaint also did not identify Venable LLP’s citizenship. Because a partnership or limited liability partnership has the citizenship of each partner, the complaint needed to identify Venable’s partners and their citizenships. In addition, the complaint did not allege Darren Farlow’s citizenship and alleged only the residences of individual parties. The court explained that residence and legal domicile are not necessarily the same.

Disposition

Judge Vernon S. Broderick dismissed the complaint without prejudice and granted leave to replead. The plaintiffs have 30 days to file an amended complaint that properly asserts subject-matter jurisdiction. If they do not file an amended complaint within that period, the Clerk of Court is directed to terminate the action.