Professional Fighters League, LLC v. Takeover Industries, Inc.

Background

Professional Fighters League, LLC filed a complaint against Takeover Industries Inc., also known as NXT LVL, on February 22, 2024. The court previously ordered the plaintiff to amend the complaint because it did not sufficiently allege diversity of citizenship, the basis asserted for federal subject matter jurisdiction. The plaintiff filed an amended complaint on March 19, 2024, but the court found that it still did not provide the required citizenship allegations.

Jurisdictional deficiencies

For diversity jurisdiction, the court explained that a corporation is a citizen of its state of incorporation and the state where it has its principal place of business. A limited liability company has the citizenship of each of its members. The amended complaint alleged that Professional Fighters League, LLC’s sole member was a corporation, but it did not state that corporation’s state of incorporation or principal place of business.

The court also found that the amended complaint was unclear about Takeover Industries’ legal form. It called the defendant a limited liability company, but also referred to its shareholders and used “Inc.” in its name, which the court identified as characteristics of a corporation. The complaint did not properly allege the defendant’s citizenship under either possibility. If Takeover Industries is an LLC, the complaint must identify its members and each member’s citizenship. If it is a corporation, the complaint must state its state of incorporation, in addition to its principal place of business.

Order

Judge Valerie Caproni ordered the plaintiff to file a second amended complaint by Tuesday, March 26, 2024, correcting these deficiencies. The order states that the complaint will be dismissed without prejudice for lack of subject matter jurisdiction if the deficiencies are not cured. The opinion does not decide the underlying dispute between the parties.