Ballenger v. Health
- Chesney
- 3:26-cv-05222
- U.S. District Court · District of Minnesota
- 5
In Ballenger v. Weekend Health, Inc., Judge Chesney denied plaintiff's motion to remand, finding complete diversity jurisdiction exists because Weekend Health, Inc. had converted to an LLC before suit was filed.
Plaintiffs who file employment-related lawsuits in California state court against corporate defendants that have undergone entity conversions may find this ruling relevant. It illustrates that courts will look beyond potentially erroneous public filings to determine the true legal form and citizenship of a defendant for jurisdictional purposes, which can determine whether a case stays in federal court.
What happened
In Ballenger v. Weekend Health, Inc. and WW International, Inc., plaintiff Marie Ballenger filed a lawsuit in California state court, and defendants removed the case to federal court claiming the parties are citizens of different states, which would give the federal court authority to hear the case. Ballenger moved to send the case back to state court, arguing the federal court lacked that diversity jurisdiction.
The central dispute was whether Weekend Health, Inc. — which, like Ballenger, was connected to California — still existed as a defendant. Defendants presented evidence that Weekend Health, Inc. had converted to Weekend Health, LLC under Delaware law in June 2025, before the lawsuit was filed. Ballenger argued that a California Secretary of State filing still listed the entity as a California-based corporation and that defendants should be barred from contradicting their own public filings. The court accepted defendants' explanation that the California filing was an administrative error, and found that at the time the complaint was filed and at the time of removal, Weekend Health, Inc. had already become Weekend Health, LLC. Because Weekend Health, LLC's only member is WW International, Inc. — incorporated in Virginia with its principal place of business in New York — the LLC was not a California citizen, meaning all defendants were diverse from plaintiff.
Judge Chesney denied Ballenger's motion to remand, concluding that defendants had shown by a preponderance of the evidence — meaning more likely than not — that complete diversity of citizenship exists between the parties, so the federal court properly has jurisdiction over the case.
The detailed version
- Ballenger v. Health · No. 3:26-cv-05222
- Chesney
- Aug. 25, 2026
Background
On April 2, 2026, plaintiff Marie Ballenger filed this action against defendants Weekend Health, Inc. ("WH, Inc.") and WW International, Inc. ("WWI, Inc.") in the Superior Court of California, County of San Francisco. On June 1, 2026, defendants removed the case to federal court under 28 U.S.C. § 1441, asserting diversity jurisdiction under 28 U.S.C. § 1332(a) — the rule allowing federal courts to hear civil cases between citizens of different states where the amount in controversy exceeds $75,000. Ballenger then moved to remand (send the case back) to state court, contending that the federal court lacked diversity jurisdiction.
Undisputed Facts
The parties did not dispute that the amount in controversy exceeds $75,000, or that Ballenger is a citizen of California. The sole dispute was whether WH, Inc. remained a proper defendant and, if not, what the citizenship of the successor entity was.
The Conversion Issue: WH, Inc. to WH, LLC
Defendants presented evidence that WH, Inc. converted to Weekend Health, LLC ("WH, LLC") under Delaware law on June 20, 2025 — nearly a year before Ballenger filed her complaint. Supporting evidence included: (1) a Limited Liability Company Agreement executed by WWI, Inc. as WH, Inc.'s sole stockholder, approving the conversion and identifying WWI, Inc. as the sole member of the new WH, LLC; and (2) a Certificate of Conversion and a Certificate of Formation filed with the Delaware Secretary of State on June 20, 2025.
Ballenger countered by pointing to a "Statement of Information" filed by WH, Inc. with the California Secretary of State on July 16, 2025, which listed San Francisco, California as its principal office. She argued that she relied on this public filing in preparing her complaint and that defendants should be estopped (legally barred) from contradicting their own public filings. The court took judicial notice of this California filing, granting Ballenger's request to do so.
In response, defendants submitted a declaration from Madeline Torres, WWI, Inc.'s VP of People, explaining that the California filing was the result of an administrative error — WH, LLC had inadvertently listed its name as "Weekend Health, Inc." and failed to reflect its conversion. The court overruled Ballenger's objection to the Torres Declaration, finding Torres had sufficient access to and familiarity with the relevant information given her role as a VP of the parent company.
Applying a preponderance-of-the-evidence standard — more likely than not — the court found that defendants had established WH, Inc. had converted to WH, LLC both at the time Ballenger filed her complaint and at the time of removal.
Citizenship of WH, LLC
Under Ninth Circuit precedent, a limited liability company (LLC) takes the citizenship of each of its members for diversity jurisdiction purposes. See Johnson v. Columbia Properties Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). WH, LLC's sole member is WWI, Inc., a corporation.
For a corporation, citizenship is determined by both its state of incorporation and its principal place of business (the state where high-level officers direct, control, and coordinate the corporation's activities — sometimes called the "nerve center"). See Hertz Corp. v. Friend, 559 U.S. 77, 80 (2010); 28 U.S.C. § 1332(c)(1).
Defendants submitted WWI, Inc.'s Statement of Information filed with the California Secretary of State on April 15, 2026, identifying Virginia as its state of incorporation and listing a New York address as its principal office. Torres also declared that WWI, Inc.'s corporate and business activities are directed, controlled, and coordinated from its New York headquarters. The court took judicial notice of this filing as well.
Based on this evidence, the court found WH, LLC is not a citizen of California, and therefore complete diversity exists between Ballenger (California) and all defendants.
Joinder Argument Not Considered
Ballenger raised an argument in her reply brief — under 28 U.S.C. § 1447(e) — seeking permission to join her alleged individual harasser as a defendant and remand the case to state court. The court declined to consider this argument because it was raised for the first time in reply, depriving defendants of any opportunity to respond.
Disposition
Judge Chesney denied Ballenger's motion to remand.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.