Doeman Music Group Media And Photography LLC v. DistroKid, LLC

Background

Doeman Music Group Media and Photography LLC sued DistroKid, LLC and Kid Distro Holdings, LLC. The defendants had filed fully briefed motions to dismiss. Although the defendants raised several jurisdictional issues, the court focused on whether the pleadings adequately established diversity jurisdiction.

The court explained that diversity jurisdiction requires the parties to be citizens of different states and that the citizenship of a limited liability company is determined by the citizenship of its members. A complaint must identify the members of an LLC and allege the citizenship of those members. If a corporation is an LLC member, the complaint must allege the corporation’s state of incorporation and principal place of business.

Jurisdictional Allegations

The complaint alleged that Doeman was an LLC “incorporated in West Virginia” with its principal place of business there, but it did not identify Doeman’s members or allege their citizenship. The complaint described DistroKid, LLC and Kid Distro Holdings, LLC as Delaware LLCs with principal places of business in the Southern District of New York, but it did not identify their members or allege the citizenship of those members. The court also noted that the complaint used inconsistent wording when referring to the defendants.

Doeman stated in its opposition memorandum that it was not asserting diversity jurisdiction and instead sought jurisdictional discovery and preliminary rulings. The court concluded that Doeman’s request to investigate whether the amount-in-controversy requirement was satisfied indicated that Doeman had not abandoned its position that the court could have diversity jurisdiction. The court reserved the amount-in-controversy issue until after the citizenship issue was addressed.

Order

Within 14 days of the order, Doeman may serve one interrogatory on each of DistroKid, LLC and Kid Distro Holdings, LLC seeking information about their members; the citizenship of any individual members; and, for any corporate members, the corporation’s state of incorporation and principal place of business. Each defendant must respond within 14 days after being served.

Within 45 days of the order, Doeman may file an amended complaint that identifies the members of Doeman and both defendants and expressly alleges the required citizenship information. If Doeman does not amend within that period, it will be deemed to have abandoned its claim of subject matter jurisdiction based on diversity.

Judge Margaret M. Garnett did not decide the pending motions to dismiss. The court stated that it would inform the parties about the status of those motions after the 45-day period ended on April 18, 2024.