Brighton Capital Advisors, LLC v. Cyruli Shanks & Zizmor LLP
- P. Castel
- 1:23-cv-06983
- U.S. District Court · Southern District of New York
- 2
In Brighton Capital Advisors v. Cyruli Shanks & Zimor, Judge Castel ordered jurisdictional disclosures, allowed amendment, and requested briefing on unredacting the complaint.
Brighton Capital Advisors, LLC, Cyruli Shanks & Zimor LLP, and 693 Fifth Owner LLC are affected by the jurisdictional disclosure and amendment deadlines. The parties must also address whether the unredacted complaint should be publicly filed.
What happened
Brighton Capital Advisors, LLC sued Cyruli Shanks & Zimor LLP and 693 Fifth Owner LLC in an action seeking allegedly unpaid success fees. The court found that the complaint did not properly allege the citizenship of the members of the limited liability parties or the required citizenship details for any corporate members.
The court gave Brighton seven days to serve limited questions about the defendants’ members and gave the defendants seven days to respond. Brighton must amend the complaint within 30 days to correctly allege every party’s citizenship. The court warned that failing to do so will result in dismissal for lack of subject-matter jurisdiction.
Judge Castel also ordered the parties to explain within 14 days why the unredacted complaint should not be filed publicly. He stated that keeping an entity’s pricing and fee structure confidential generally is not enough to justify sealing the complaint. No dismissal was entered in this order.
The detailed version
- Brighton Capital Advisors, LLC v. Cyruli Shanks & Zizmor LLP · No. 1:23-cv-06983
- P. Castel
- Aug. 30, 2023
Background
Brighton Capital Advisors, LLC brought an action against Cyruli Shanks & Zimor LLP and 693 Fifth Owner LLC to recover sums allegedly owed as a success fee. The complaint was based on diversity jurisdiction, which generally requires the parties to be citizens of different states and the amount-in-controversy requirements to be met. The opinion addresses only the citizenship allegations and the public filing of the complaint; it does not decide whether Brighton is entitled to the claimed fee.
Subject-Matter Jurisdiction
The court explained that when a limited liability company or limited partnership is a party, a complaint relying on diversity jurisdiction must identify the citizenship of each member. For natural-person members, citizenship means domicile, or the person’s fixed legal home. For corporate members, the complaint must identify both the state of incorporation and the principal place of business.
The court found that the complaint failed to allege the citizenship of the constituent members of the plaintiff and defendants. Within seven days, Brighton may serve the defendants with interrogatories limited to the citizenship of their natural-person members and, for any corporate member, its state of incorporation and principal place of business. The defendants must respond within seven days. Brighton must amend the complaint within 30 days to correctly allege the citizenship of all parties. The court stated that failure to adequately amend the complaint will result in dismissal for lack of subject-matter jurisdiction.
Public Filing and Sealing
The court directed the parties to show cause in writing within 14 days why the unredacted complaint should not be filed on the public record. The court stated that a desire to keep an entity’s pricing and fee structure confidential from customers or competitors is generally insufficient to justify sealing. It also stated that a contractual promise of confidentiality does not change that result, citing Second Circuit precedent.
Disposition
The order did not dismiss the case or decide the success-fee dispute. It set deadlines for jurisdictional discovery and amendment and required briefing on whether the unredacted complaint should be publicly filed.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.