CD Acquisitions, LLC v. Cencora, Inc., et al.
- James Oetken
- 1:25-cv-04154
- U.S. District Court · Southern District of New York
- 2
In CD Acquisitions v. Cencora, Judge Oetken remanded the case for lack of diversity jurisdiction and denied defendants’ dismissal motion as moot.
CD Acquisitions, LLC and the defendants are affected. The federal court closed the case and remanded it to the New York Supreme Court, New York County; the defendants’ motion to dismiss was denied as moot, without prejudice to renewal in state court.
What happened
In CD Acquisitions, LLC v. Cencora, Inc., et al., the defendants removed the case to federal court based on diversity jurisdiction. The court questioned whether the parties were citizens of different states because the plaintiff is a limited liability company, whose citizenship depends on the citizenship of its members.
The parties disputed whether Mark Notash, a member of an entity that is itself a member of the plaintiff, was a Pennsylvania citizen. After jurisdictional discovery did not resolve the issue, the court required Notash to submit an affidavit. He stated under penalty of perjury that he had lived in Pennsylvania since becoming a member and did not intend to make another place his permanent home. The court found that statement was substantial evidence of Pennsylvania citizenship and that his Wisconsin driver’s license did not contradict it enough.
Because the plaintiff and defendants were therefore not citizens of different states, Judge Oetken ruled that the federal court lacked diversity jurisdiction and remanded the case to New York Supreme Court, New York County. He denied the defendants’ motion to dismiss as moot, without prejudice to renewing a similar motion in state court, and directed the federal clerk to close the motion and case.
The detailed version
- CD Acquisitions, LLC v. Cencora, Inc., et al. · No. 1:25-cv-04154
- James Oetken
- Dec. 1, 2025
Background
The defendants removed the action from state court to the U.S. District Court for the Southern District of New York, invoking diversity jurisdiction under 28 U.S.C. § 1332. The removal notice did not identify the citizenship of every member of CD Acquisitions, LLC, as required to establish an LLC’s citizenship for diversity purposes. The court ordered the defendants to show cause why the case should not be remanded for lack of subject-matter jurisdiction.
The parties later reported a dispute about the citizenship of Mark Notash, a member of GFN Company, LLC, which is a member of the plaintiff. The opinion states that the defendants have their principal places of business in Pennsylvania, so whether Notash was also a Pennsylvania citizen was relevant to whether complete diversity existed.
Jurisdictional Discovery
The court ordered jurisdictional discovery, but the discovery did not resolve the citizenship dispute. After a telephone conference, the court ordered the plaintiff to file an affidavit from Notash. Notash stated under penalty of perjury that he had resided in Pennsylvania since becoming a member of GFN Company and had no present intention of making another place his domicile, meaning his permanent home.
The court held that this sworn statement was substantial evidence that Notash was domiciled in Pennsylvania. It concluded that Notash’s Wisconsin driver’s license was not enough to contradict his sworn statement. The court also noted that doubts about whether a case was properly removed must be resolved against removal because federal courts have limited jurisdiction.
Ruling
The court concluded that the plaintiff and defendants were not citizens of different states under 28 U.S.C. § 1332(a)(1). Because the defendants offered no other basis for federal subject-matter jurisdiction, the court ordered the case remanded to the New York Supreme Court, New York County.
The court also denied the defendants’ motion to dismiss the first amended complaint as moot, without prejudice to renewing a similar motion in state court. The clerk was directed to close the motion at Docket Number 46, close the federal case, and remand the matter. Judge J. Paul Oetken signed the order.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.