Ikigai Marketing Works LLC v. Brofsky
- Subramanian
- 1:24-cv-07864
- U.S. District Court · Southern District of New York
- 1
In Ikigai Marketing Works LLC v. Brofsky, Judge Subramanian ordered Ikigai to amend its complaint alleging LLC-member citizenship before considering Brofsky’s dismissal motion.
Ikigai must provide complete information about the citizenship of its LLC members or face dismissal for lack of subject-matter jurisdiction. Brofsky’s pending motion to dismiss remains undecided.
What happened
Ikigai Marketing Works LLC v. Brofsky concerns Ikigai’s lawsuit against Louis Brofsky. Ikigai relied on a federal rule allowing cases between citizens of different states, but the court said the complaint did not identify the citizenship of every person or entity that makes up the LLC.
The court ordered Ikigai to amend its complaint by March 26, 2025, to provide that information. If Ikigai cannot truthfully allege that the parties are citizens of different states, the complaint will be dismissed for lack of authority to hear the case, without further notice.
Judge Arun Subramanian did not decide Brofsky’s pending motion to dismiss. If Ikigai amends the complaint and alleges complete diversity, the court will then consider that motion as applied to the amended complaint.
The detailed version
- Ikigai Marketing Works LLC v. Brofsky · No. 1:24-cv-07864
- Subramanian
- Mar. 20, 2025
Background
Ikigai Marketing Works LLC sued Louis Brofsky and invoked federal subject-matter jurisdiction based on diversity of citizenship, which generally requires complete diversity between the parties. The court explained that an LLC has the citizenship of each of its members.
Court’s Order
The court ordered Ikigai, by March 26, 2025, to amend its complaint to allege the citizenship of every person or entity that makes up the LLC. For individual members, the complaint must allege their citizenship. For corporate members, it must allege the place of incorporation and principal place of business. The same inquiry applies if an LLC member is itself another LLC.
The court stated that if Ikigai cannot truthfully amend the complaint to allege complete diversity, the complaint will be dismissed for lack of subject-matter jurisdiction without further notice to either party.
Pending Motion
The court did not rule on Brofsky’s pending motion to dismiss. If Ikigai alleges complete diversity in an amended complaint, the court will consider Brofsky’s motion as applied to that amended complaint. The order therefore addresses the jurisdictional allegations and does not decide the merits of the pending motion.
Read the full 1-page opinion on CourtListener, the free public archive maintained by the Free Law Project.