CVI CVF V Pooling Fund I LP v. Societe Generale S.A.

Background

CVI CVF V Pooling Fund I LP brought an action against Societe Generale S.A. and Xiaomi H.K. Limited. CVI invoked federal subject-matter jurisdiction based on diversity of citizenship, which generally covers certain disputes between citizens of a U.S. state and citizens or entities of a foreign state.

The complaint alleged that CVI was a limited partnership organized in Delaware. CVI’s required Rule 7.1 statement identified three partners: two limited partnerships organized in Delaware and the Cayman Islands, respectively, and a company incorporated in Delaware. Neither filing alleged the citizenship of the two limited partnerships’ partners.

Court’s Analysis

The court explained that a limited partnership has the citizenship of each of its general and limited partners. That inquiry can extend through additional layers of ownership. Because the filings did not allege the citizenship of the limited partnerships that were CVI’s partners, the court concluded that CVI’s citizenship had not been adequately alleged and that the complaint did not properly invoke diversity jurisdiction.

Order

The court directed the parties to be prepared to address the jurisdictional problem at a telephone conference scheduled for February 29, 2024. At that conference, CVI was to be prepared to state whether it could amend the complaint to allege the citizenship of every person or entity comprising the plaintiff limited partnership and, if so, to discuss an amendment deadline. The court stated that it would dismiss the action for lack of subject-matter jurisdiction if CVI could not, or later did not, cure the problem. The order did not itself dismiss the action.