Deutsche Bank AG, London Branch v. Finepoint Capital LP
- John Cronan
- 1:24-cv-04567
- U.S. District Court · Southern District of New York
- 3
Deutsche Bank AG v. Finepoint Capital LP: Judge Cronan dismissed the case without prejudice because diversity jurisdiction was not adequately alleged.
Deutsche Bank AG, London Branch and the defendants—Finepoint Capital LP, Warbler Run I, LLC, and Warbler Run II, LLC—were affected by the dismissal of the action for lack of subject-matter jurisdiction.
What happened
In Deutsche Bank AG, London Branch v. Finepoint Capital LP, the court questioned whether the complaint properly alleged the parties’ citizenships, which is necessary for the federal court to hear the case. The defendants provided information about their members’ citizenships, and both sides agreed that the court lacked authority to hear the dispute.
The court explained that limited partnerships and limited liability companies are treated as citizens of every state where their members are citizens. The complaint instead identified only the states where Finepoint Capital LP, Warbler Run I, LLC, and Warbler Run II, LLC were formed and the locations of their main offices.
The court dismissed the action without prejudice for lack of subject-matter jurisdiction and directed the Clerk of Court to close the case. Judge John P. Cronan also found that allowing an amended complaint would be futile because the plaintiff did not contest that jurisdiction was lacking.
The detailed version
- Deutsche Bank AG, London Branch v. Finepoint Capital LP · No. 1:24-cv-04567
- John Cronan
- July 15, 2025
Background
The Court had previously questioned whether Deutsche Bank AG, London Branch’s complaint adequately alleged the citizenships of the defendants for purposes of federal diversity jurisdiction. Diversity jurisdiction generally requires complete diversity, meaning that every plaintiff must be a citizen of a different state from every defendant.
Before a scheduled conference on that issue, the parties submitted a joint letter. The letter stated that the defendants had provided Deutsche Bank with documentation about their members’ citizenships, that the defendants concluded the Court lacked subject-matter jurisdiction, and that Deutsche Bank had no basis to contest that conclusion. Neither party maintained that the Court had authority to hear the case.
Jurisdictional Analysis
The Court explained that an unincorporated entity has the citizenship of all its members. A limited partnership therefore has the citizenship of each general and limited partner, while a limited liability company has the citizenship of each member. To adequately allege complete diversity when unincorporated entities are parties, a complaint must identify the members whose citizenship is attributed to those entities and state those members’ citizenships.
The complaint alleged only the state of formation and principal-place-of-business location for Finepoint Capital LP, Warbler Run I, LLC, and Warbler Run II, LLC. Those allegations did not adequately establish the entities’ citizenships. The complaint also alleged no other basis for subject-matter jurisdiction.
Disposition
The Court concluded that the complaint failed to adequately allege diversity jurisdiction under 28 U.S.C. § 1332(a). In light of the parties’ July 14, 2025 letter and Deutsche Bank’s failure to contest the defendants’ position that jurisdiction was lacking, the Court found that allowing an amendment would be futile. The Court therefore dismissed the action without prejudice for lack of subject-matter jurisdiction under Federal Rule of Civil Procedure 12(h)(3) and directed the Clerk of Court to close the case.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.