4 West 21st Street Owners Corp. v. Brem Realty, LLC

Background

The plaintiff filed its complaint on August 28, 2025, invoking federal subject-matter jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332. The complaint described the plaintiff as a cooperative housing corporation organized under New York law. It described the defendant as a limited liability company organized under New York law and alleged that the defendant was a citizen of California and not New York.

Jurisdictional Deficiencies

The court explained that a limited liability company has the citizenship of each of its members. The court also explained that a corporation is a citizen of its state of incorporation and the state where it has its principal place of business. Therefore, a complaint relying on diversity jurisdiction must allege the citizenship of the individuals who are members of an LLC and the required corporate citizenship information for corporate parties or corporate LLC members.

The court found that the complaint alleged only places of incorporation, locations, and places where the parties owned property. It did not allege the plaintiff’s principal place of business or the citizenship of any of the defendant’s members. The court also noted that Federal Rule of Civil Procedure 7.1(a)(2) requires a diversity-jurisdiction disclosure identifying each individual or entity whose citizenship is attributed to a party.

Order and Effect

The court ordered the plaintiff to amend its complaint no later than September 9, 2025, to allege its principal place of business and the citizenships of the defendant’s members. If the plaintiff failed to amend or otherwise properly establish jurisdiction under 28 U.S.C. § 1332(a)(2), the court stated that it would dismiss the action for lack of subject-matter jurisdiction without further notice. The order did not dismiss the action and did not reach the merits of the parties’ dispute. Judge John P. Cronan issued the order.