Series 2020A of Nahla Capital LLC v. Brody
- Paul Engelmayer
- 1:22-cv-07122
- U.S. District Court · Southern District of New York
- 2
In Series 2020A v. Brody, Judge Engelmayer ordered plaintiff to clarify its members’ citizenship before deciding diversity jurisdiction.
Series 2020A of Nahla Capital LLC and Alyssa Soto Brody; the order requires the plaintiff to provide information needed to determine whether the federal court has diversity jurisdiction.
What happened
In Series 2020A of Nahla Capital LLC v. Brody, defendant Alyssa Soto Brody removed the case to federal court, relying only on diversity of citizenship.
The court noted that the plaintiff is a separate series limited liability company. Because the complaint did not identify the citizenship of the relevant members of the series or its parent company, the court could not determine whether complete diversity existed.
Judge Engelmayer ordered the plaintiff to file a letter by March 24, 2023, providing the missing information. He stated that if the plaintiff could not truthfully allege complete diversity, the complaint would be dismissed without prejudice for lack of subject-matter jurisdiction.
The detailed version
- Series 2020A of Nahla Capital LLC v. Brody · No. 1:22-cv-07122
- Paul Engelmayer
- Mar. 17, 2023
Background
On August 21, 2022, defendant Alyssa Soto Brody filed a notice removing the case to federal court. The notice identified diversity of citizenship as the sole basis for federal jurisdiction.
The court observed that the plaintiff, Series 2020A of Nahla Capital LLC, is a registered series of Nahla Capital LLC. The opinion explains that, under Delaware law, a series limited liability company is a separate legal entity that can contract, hold assets, and sue or be sued. For diversity jurisdiction, a limited liability company has the citizenship of each of its members.
Jurisdictional Deficiency
The complaint did not allege the citizenship of the members of Series 2020A or the members of Nahla Capital LLC. It also did not identify any other series limited liability companies within Nahla Capital LLC or the citizenship of their members. As a result, the court could not determine whether the parties had complete diversity of citizenship.
Order
Judge Paul A. Engelmayer ordered the plaintiff to file a letter by March 24, 2023. The letter had to provide:
- The identities of any other series limited liability companies within Nahla Capital LLC, and the citizenships of their natural-person or corporate members;
- The citizenships of natural persons who are members of Nahla Capital LLC;
- The citizenships of natural persons who are members of Series 2020A;
- The state of incorporation and principal place of business of corporate members of Nahla Capital LLC; and
- The state of incorporation and principal place of business of corporate members of Series 2020A.
The court did not decide whether diversity jurisdiction existed. It stated that, if the plaintiff could not truthfully allege complete diversity based on the citizenship of every relevant person or entity, the complaint would be dismissed without prejudice for lack of subject-matter jurisdiction.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.