Borden v. Deloitte Consulting, LLC

Background

Daniel Borden brought the action individually and on behalf of others similarly situated. He invoked diversity jurisdiction, which allows a federal court to hear certain disputes involving parties with different state citizenship. Borden alleged that he is a citizen of Rhode Island. He described Deloitte Consulting, LLC as a for-profit Delaware corporation with its principal place of business at 30 Rockefeller Plaza in New York, New York, and as a wholly owned subsidiary of Deloitte Touche Tohmatsu Limited, a UK private company limited.

Jurisdictional issue

The court explained that a limited liability company is treated as a citizen of every state where its members are citizens. A complaint relying on diversity jurisdiction therefore must identify the citizenship of each person or entity that makes up the LLC, including the citizenship of members that are themselves LLCs and the incorporation state and principal place of business of corporate members. The court found that the complaint did not provide this information for Deloitte.

Order

Judge Furman ordered Borden to amend the complaint by March 10, 2025, to allege the citizenship of each constituent person or entity comprising Deloitte. The court stated that if Borden cannot truthfully allege diversity of citizenship by that date, the complaint will be dismissed for lack of subject-matter jurisdiction without further notice to either party. The order resolved a pleading requirement concerning the court’s authority to hear the case and did not decide the underlying claims.