Blast Off Media Inc. v. Downtown Music Capital

Background

Blast Off Media Inc. filed a complaint asserting that diversity of citizenship was the sole basis for federal jurisdiction. The complaint alleged that Downtown Music Capital, LLC, Downtown Music LLC, and Downtown Music Holdings LLC were Delaware limited liability companies with principal places of business in New York. It did not allege the citizenship of each defendant’s members.

Jurisdictional Deficiency

For purposes of diversity jurisdiction, a limited liability company has the citizenship of each of its members. The court therefore could not determine from the complaint whether complete diversity existed—meaning that the relevant parties had the citizenship required for federal jurisdiction.

Order

Under Federal Rule of Civil Procedure 15(a)(2), the court granted Blast Off leave to amend its complaint by November 24, 2025. The amended complaint must identify, for each defendant, the citizenship of every individual member and the place of incorporation and principal place of business of every corporate member. If Blast Off cannot truthfully allege complete diversity based on that information, the court stated that the complaint will be dismissed without prejudice for lack of subject-matter jurisdiction. Judge Paul A. Engelmayer did not rule on the merits of the underlying dispute.

The order also stated that a separate order would address Blast Off’s request to continue sealing limited portions of the complaint and exhibits. The court authorized public redactions for any sealed materials that reappear in the amended filing, with unredacted versions filed under seal, subject to the separate sealing order.