Omanoff v. Reifler
- P. Castel
- 1:22-cv-05827
- U.S. District Court · Southern District of New York
- 2
In Omanoff v. Reifler, Judge Castel ordered plaintiffs to amend the complaint to address defendants’ legal existence and diversity citizenship.
The plaintiffs and the limited liability companies named as defendants, particularly companies described as cancelled and companies for which the complaint did not allege the citizenship information needed to establish diversity jurisdiction.
What happened
In Omanoff v. Reifler, the complaint named several limited liability companies described as cancelled and therefore no longer existing as legal entities. It also relied on diversity jurisdiction but did not identify the citizenship information required for members of several defendant companies.
The court explained that cancelled limited liability companies cannot be named as defendants. It also required the complaint to identify each individual member’s citizenship and each corporate member’s incorporation jurisdiction and principal place of business.
Judge Castel ordered plaintiffs to amend the complaint within 14 days by removing cancelled companies and adding the required citizenship information. The court warned that failing to amend adequately would result in dismissal for lack of subject matter jurisdiction.
The detailed version
- Omanoff v. Reifler · No. 1:22-cv-05827
- P. Castel
- July 12, 2022
Background
The complaint named several defendants described as “cancelled limited liability companies,” including ELOC LLC, Zenith Group Advisors LLC, Port Royal-NCM LLC, and Forefront Capital Management LLC. The court stated that a cancelled limited liability company ceases to exist as a legal entity and cannot be named as a defendant in a civil action.
The complaint also appeared to rely on diversity jurisdiction, which generally requires the parties to be citizens of different states or countries and requires the amount and other jurisdictional requirements to be satisfied. For a limited liability company, the court explained that the complaint must allege the citizenship of every member. If a member is an individual, the complaint must provide that person’s state or country of citizenship. If a member is a corporation, the complaint must provide its jurisdiction of incorporation and principal place of business. The court found that the complaint did not provide this information for several limited liability companies.
Order
The court raised the subject-matter-jurisdiction issues at the outset of the case. Within 14 days, plaintiffs were ordered to amend the complaint to remove any cancelled limited liability companies and to provide the required citizenship information for the members of each properly named limited liability company. Judge P. Kevin Castel stated that failure to amend adequately would result in dismissal for lack of subject matter jurisdiction. The order did not decide the underlying claims.
Effect
This was an order requiring correction of the complaint; it was not a decision on the merits of the claims. The opinion does not state that dismissal had already occurred.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.