CB1 Capital Advisors LLC v. 4Front Ventures Corp.
- P. Castel
- 1:25-cv-04767
- U.S. District Court · Southern District of New York
- 3
In CB1 Capital Advisors v. 4Front Ventures, Judge Castel ordered a jurisdictional amendment within 45 days or dismissal for missing member-citizenship allegations.
CB1 Capital Advisors LLC must amend its complaint to allege the citizenships of its three members. The action against 4Front Ventures Corp. may be dismissed if CB1 does not establish complete diversity within 45 days.
What happened
CB1 Capital Advisors LLC sued 4Front Ventures Corp., relying only on diversity jurisdiction, which requires opposing parties to have completely different citizenships. The complaint identified CB1 as a Delaware limited liability company with its principal place of business in New York and said its three members lived in New York, but it did not allege their legal domiciles.
The court explained that an LLC must identify the citizenship of each member. For an individual member, that means the person’s domicile; for a corporate member, it means the corporation’s state of incorporation and principal place of business. A person’s residence alone does not establish domicile for federal jurisdiction.
Judge Castel ordered CB1 to amend its complaint within 45 days to truthfully and accurately state its members’ citizenships. If CB1 does not allege complete diversity by then, the action will be dismissed for lack of subject-matter jurisdiction without further notice.
The detailed version
- CB1 Capital Advisors LLC v. 4Front Ventures Corp. · No. 1:25-cv-04767
- P. Castel
- June 9, 2025
Background
CB1 Capital Advisors LLC’s complaint asserted federal subject-matter jurisdiction based solely on diversity of citizenship under 28 U.S.C. § 1332. The complaint alleged that CB1 is a Delaware limited liability company with its principal place of business in New York. It stated that CB1 has three members who are residents of New York and that the members are United States citizens. It alleged that 4Front Ventures Corp. is a Canadian corporation organized under Canadian law with its principal place of business in Arizona.
Jurisdictional Deficiency
The court explained that diversity jurisdiction requires complete diversity: every plaintiff must have citizenship different from every defendant. For a limited liability company, citizenship is determined through each member. If a member is an individual, the complaint must allege the individual’s domicile—the person’s true, fixed home and principal place of establishment, together with the intent to return. Residence alone is not enough. If a member is a corporation, the complaint must allege the corporation’s state of incorporation and principal place of business.
The court found that the complaint did not allege the domicile of CB1’s three members. As a result, the court could not evaluate whether complete diversity existed.
Order
Judge P. Castel ordered CB1 to amend its complaint within 45 days to truthfully and accurately allege the citizenships of its members. The court did not dismiss the action at this stage. It stated that if CB1 fails to allege complete diversity by the deadline, the action will be dismissed for lack of subject-matter jurisdiction without further notice to any party.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.