EXO Opportunity Fund, LLC v. Patriot Renewable Fuels, LLC
- Subramanian
- 1:25-cv-06337
- U.S. District Court · Southern District of New York
- 1
In EXO Opportunity Fund v. Patriot Renewable Fuels, Judge Subramanian ordered an amended complaint identifying every limited liability company member’s citizenship or warned of dismissal for lack of jurisdiction.
EXO Opportunity Fund LLC must amend its complaint to provide the required citizenship allegations. Patriot Renewable Fuels LLC and CHS Inc. are affected because the case may be dismissed for lack of subject-matter jurisdiction if complete diversity cannot be truthfully alleged.
What happened
EXO Opportunity Fund LLC sued Patriot Renewable Fuels LLC and CHS Inc., relying on diversity of citizenship to establish federal court jurisdiction. The order does not describe the underlying dispute.
The court explained that a limited liability company has the citizenship of each of its members. The complaint therefore had to identify the citizenship of every person or entity that makes up each limited liability company involved in the case.
Judge Arun Subramanian ordered EXO Opportunity Fund to amend its complaint by August 11, 2025. If it could not truthfully allege complete diversity of citizenship by then, the complaint would be dismissed for lack of subject-matter jurisdiction without further notice.
The detailed version
- EXO Opportunity Fund, LLC v. Patriot Renewable Fuels, LLC · No. 1:25-cv-06337
- Subramanian
- Aug. 4, 2025
Background
EXO Opportunity Fund LLC brought an action against Patriot Renewable Fuels LLC and CHS Inc. The plaintiff invoked diversity of citizenship under 28 U.S.C. § 1332 as the basis for federal subject-matter jurisdiction, meaning the court’s authority to hear the case based on the parties’ citizenship and the amount in dispute.
Citizenship Allegations
The court explained that a limited liability company is a citizen of every state of which its members are citizens. A complaint relying on diversity jurisdiction must therefore identify the citizenship of the individual members of an LLC and the place of incorporation and principal place of business of corporate members. It must also identify the citizenship of members that are themselves LLCs, tracing the membership as necessary.
Order
The court ordered EXO Opportunity Fund to amend its complaint by August 11, 2025, to allege the citizenship of each person or entity comprising each LLC that is a party to the suit. The order states that, if EXO Opportunity Fund is unable by that date to truthfully allege complete diversity of citizenship, the complaint will be dismissed for lack of subject-matter jurisdiction without further notice to the parties.
The order addresses the adequacy of the jurisdictional allegations and does not decide the underlying dispute between the parties.
Read the full 1-page opinion on CourtListener, the free public archive maintained by the Free Law Project.