Asesoral Business Partners, LLC v. Seatech Worldwide Corporation
- Alison Nathan
- 1:19-cv-11512
- U.S. District Court · Southern District of New York
- 2
In Asesoral Business Partners v. Seatech Worldwide, Judge Nathan ordered the plaintiff to identify its members’ citizenship or face possible dismissal for lack of jurisdiction.
Asesoral Business Partners, LLC must provide information about the citizenship of each of its members within 20 days or face the stated possibility of dismissal for lack of subject-matter jurisdiction.
What happened
Asesoral Business Partners, LLC sued Seatech Worldwide Corporation and other defendants, claiming that the court had jurisdiction because the parties were citizens of different states.
The court explained that a limited liability company has the citizenship of each of its members. The complaint did not identify the citizenship of the people or entities that make up Asesoral’s membership.
Judge Alison J. Nathan ordered Asesoral to amend its complaint within 20 days to provide that information. The court said the complaint will be dismissed for lack of subject-matter jurisdiction if Asesoral cannot truthfully allege complete diversity, but the opinion did not dismiss the case at this stage.
The detailed version
- Asesoral Business Partners, LLC v. Seatech Worldwide Corporation · No. 1:19-cv-11512
- Alison Nathan
- Dec. 19, 2019
Background
Asesoral Business Partners, LLC brought the action against Seatech Worldwide Corporation, another domestic business corporation, and an individual. The complaint invoked diversity jurisdiction, alleging that Asesoral was organized under Delaware law and had its principal place of business in Wilmington, Delaware. It alleged that the two domestic corporations were organized under New York law and had their principal places of business in New York, and that the individual resided in New York.
Jurisdictional issue
The court stated that federal district courts have limited subject-matter jurisdiction and must independently determine whether jurisdiction exists. For diversity jurisdiction, a limited liability company has the citizenship of every one of its members. A complaint relying on diversity jurisdiction therefore must identify the citizenship of each natural person and corporation that is a member of the limited liability company, including a corporate member’s state of incorporation and principal place of business.
Order
The court ordered Asesoral to amend its complaint within 20 days to allege the citizenship of every person or entity comprising the LLC, including the required information for any corporate member. The court did not dismiss the complaint in this order. Instead, it stated that if Asesoral could not truthfully allege complete diversity by the deadline, the complaint would be dismissed for lack of subject-matter jurisdiction without further notice.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.