All Premium Contractors Inc v. Sunlight Financial LLC

Background

All Premium Contractors Inc. filed the complaint on June 15, 2023. The complaint alleged that federal subject-matter jurisdiction existed under the diversity statute, 28 U.S.C. § 1332. It described All Premium Contractors Inc. as a California corporation with its principal place of business in California and Sunlight Financial LLC as a Delaware limited liability company with its principal place of business in New York.

Jurisdictional issue

For diversity jurisdiction, a limited liability company is a citizen of every state where its members are citizens. If an LLC’s members include other noncorporate entities, the citizenship inquiry must continue through the ownership chain until the citizenship of every individual and corporation with a direct or indirect interest is identified. The LLC’s state of formation and principal place of business do not establish its citizenship for this purpose.

The court found that the complaint did not allege enough facts to establish Sunlight Financial LLC’s citizenship.

Order

The court ordered All Premium Contractors Inc. to file, no later than July 10, 2023, a letter supported by one or more sworn affidavits providing the information necessary for the court to exercise subject-matter jurisdiction, including the identity and citizenship of all of Sunlight Financial LLC’s members. The court stated that, if All Premium Contractors Inc. could not allege complete diversity of citizenship by that date, the action may be dismissed for lack of subject-matter jurisdiction without further notice. The order did not decide the underlying dispute.