American Grill Investor LLC v. Admiral Indemnity Company

Background

The action was removed from New York state court to the U.S. District Court for the Southern District of New York on April 10, 2025, purportedly based on diversity jurisdiction. Diversity jurisdiction generally requires the parties to be citizens of different states, and those citizenship facts must be clearly alleged.

Both plaintiffs are limited liability companies. The court explained that an LLC’s citizenship is determined by the citizenship of all its members, not by the state where the LLC was formed or its principal place of business. If an LLC member is itself an LLC, the citizenship of that LLC’s members must also be identified. The complaint and corporate disclosure statement did not provide this information. The court also required the complaint to provide specified citizenship information for any corporate, limited liability partnership, or limited partnership members.

Jurisdictional Issue

The court addressed subject-matter jurisdiction at the outset. It found that the plaintiffs had not adequately alleged the citizenship of their members, including members that were themselves LLCs. The court also noted a discrepancy: the complaint described Admiral Indemnity Company as a corporation formed under New Jersey law, while the notice of removal described it as a Delaware corporation with its principal place of business in New Jersey. The court directed that the discrepancy be addressed in any amended complaint.

Ruling

Within 45 days, the plaintiffs may file an amended complaint expressly alleging the citizenship of all relevant members and entities. Alternatively, if any direct or indirect member is a citizen of New Jersey or Delaware, the plaintiffs may notify the court by letter identifying that person or entity and its relationship to the plaintiffs. The order does not state that the action was dismissed or remanded.