TBH Brand Holdings LLC v. Seam Seal International LLC
- John Cronan
- 1:24-cv-03470
- U.S. District Court · Southern District of New York
- 2
In TBH Brand Holdings v. Seam Seal, Judge Cronan ordered TBH to amend its complaint to establish diversity jurisdiction.
TBH must provide the missing citizenship allegations for the members of both TBH and Seam; otherwise, the court may dismiss the action for lack of subject-matter jurisdiction.
What happened
In TBH Brand Holdings LLC v. Seam Seal International LLC, TBH brought a lawsuit based on diversity jurisdiction, which generally requires the parties to be citizens of different states. The complaint identified each party as a limited liability company and alleged their principal places of business, but it did not identify the citizenship of their members.
The court explained that a limited liability company has the citizenship of its members. It ordered TBH to amend the complaint by May 15, 2024, to allege the citizenship of every member of both LLCs.
Judge John P. Cronan warned that if TBH did not amend the complaint by the deadline or otherwise establish jurisdiction under federal law, the court would dismiss the action for lack of subject-matter jurisdiction without further notice.
The detailed version
- TBH Brand Holdings LLC v. Seam Seal International LLC · No. 1:24-cv-03470
- John Cronan
- May 8, 2024
Background
TBH filed its complaint on May 7, 2024, invoking diversity-of-citizenship jurisdiction under 28 U.S.C. § 1332. The complaint alleged that TBH is a New York limited liability company with its principal place of business in New York. It alleged that Seam Seal International LLC is an Alabama limited liability company with its principal place of business in Alabama. The court noted that the complaint appeared to mean that Seam was organized under Alabama law, but the complaint did not clearly make that allegation.
Reasoning
The court explained that a limited liability company takes the citizenship of its members. Therefore, a complaint relying on diversity jurisdiction must identify the citizenship of each individual member of an LLC and, if an LLC member is a corporation, that corporation's state of incorporation and principal place of business. The complaint alleged only the principal places of business of TBH and Seam and did not allege the citizenship of any of their members.
Order
The court ordered TBH to amend its complaint by May 15, 2024, to allege the citizenship of every member of both LLCs. The court stated that if TBH failed to amend by that date, or otherwise properly establish jurisdiction under 28 U.S.C. § 1332(a)(2), the court would dismiss the action for lack of subject-matter jurisdiction without further notice. Judge John P. Cronan did not dismiss the action in this order.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.