First Mutual Group, LP v. Bowers
ORDER dismissing case re 1 Complaint. The Complaint 1 is DISMISSED without prejudice. Plaintiff Mutual First, LLC may file an amended complaint on or before November 10, 2014, that properly alleges federal jurisdiction. Failure to comply within the deadline will result in this matter being closed. Signed by Judge Sheri Polster Chappell on 10/27/2014. (LMF)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
FIRST MUTUAL GROUP, LP,
Case No: 2:14-cv-622-FtM-38DNF
WILLIAM S. BOWERS, SR.,
This matter comes before the Court on review of the Complaint (Doc. #1) filed on
October 24, 2014. Plaintiff Mutual First, LLC asserts the Court has federal jurisdiction in
this matter pursuant to 28 U.S.C. § 1332(a). Claims properly brought in federal court
pursuant to Section 1332(a) contain matters where the parties are completely diverse
with regard to citizenship and where the amount in controversy exceeds the sum or value
of $75,000, exclusive of interest and costs. 28 U.S.C. § 1332(a); Morrison v. Allstate
Indem. Co., 228 F.3d 1255, 1261 (11th Cir. 2000). In an action filed directly in federal
court, the plaintiff bears the burden of adequately pleading, and ultimately proving,
jurisdiction. King v. Cessna Aircraft Co., 505 F.3d 1160, 1171 (11th Cir. 2007).
Mutual First has failed to properly allege the citizenship of itself. Mutual First states
it is a Delaware Limited Partnership. (Doc. #1, at ¶1). Mutual First further states its
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members are Alternative Capital Strategies, LP, a British limited partnership, and First
Mutual Group, GP LLC, a Delaware limited liability company. (Doc. #1, at ¶1). Mutual First
does not divulge anything further and its failure to do so leaves the Court uncertain as to
whether federal diversity jurisdiction exists in this matter.
For diversity purposes, a limited partnership is “a citizen of each state in which any
of its partners, limited or general, are citizens.” Rolling Greens MHP, L.P. v. Comcast
SCH Holdings L.L.C., 374 F.3d 1020, 1021 (11th Cir. 2004) (citing Carden v. Arkoma
Assocs., 494 U.S. 185, 195-96 (1990)). Moreover, for diversity purposes, a limited liability
company is a citizen of every state in which one of its members is a citizen. Moreno v.
Breitburn Florida, LLC, No. 2:09-cv-566-FtM-29DNF, 2011 WL 2293124 at *1 (M.D. Fla.
June 9, 2011) (citing Rolling Greens, 374 F.3d 1020 (11th Cir. 2004)). That is, “the longstanding rule that the citizenship of an artificial unincorporated entity generally depends
on the citizenship of all the members composing the organization.” Rolling Greens, 374
F.3d at 1021 (citing Carden, 494 U.S. at 195-96). Therefore, each partner and member
of the limited partnerships and limited liability company listed by Mutual First must be
diverse from Defendant William S. Bowers, Sr. in this case in order for there to be
complete diversity. (See Doc. #1, at ¶1). Lincoln Prop. Co. v. Roche, 546 U.S. 81, 89
(2005) (“Since Strawbridge v. Curtiss, 3 Cranch 267, 2 L.Ed. 435, this Court has read the
statutory formulation ‘between . . . citizens of different States,’ 28 U.S.C. § 1332(a)(1), to
require complete diversity between all plaintiffs and all defendants.”); see, e.g., Lewis v
Seneff, No. 6:07-cv-1245-Orl-22DAB, 2008 WL 3200273, at *2 (M.D. Fla. Aug. 5, 2008).
Here, although Mutual First discloses that its partners are Alternative Capital
Strategies, LP and First Mutual Group, GP LLC, it fails to disclose the partners and
members of these two respective entities. That is, “when an entity is composed of multiple
layers of constituent entitles, the citizenship determination requires an exploration of the
citizenship of the consistent entities as far down as necessary to unravel fully the
citizenship of entity before the court.” RES-GA Creekside Manor, LLC v. Start Home
Builders, Inc., No. 2:10-CV-207-RWS, 2011 WL 6019904, at *3 (N.D. Ga. Dec. 2, 2011)
(quoting Multibank 2009-1RES-ADC Venture, LLC v. CRM Ventures, LLC, No. 10-cv02001-PAB-CBS, 2010 WL 3632359, at *1 (D. Colo. Sept. 10, 2010)); see also Brady v
Chrysler Group, No. 07-14394-CIV, 2008 WL 1957988, at *1 (S.D. Fla. May 5, 2008) (“If
a member is itself an LLC, its members will determine its citizenship, which in turn
determine the citizenship of the LLC of which it is a member.”) (citing Thomas v.
Guardsmark, LLC, 487 F.3d 531, 534 (7th Cir. 2007)). Here, since Mutual First has not
properly alleged its citizenship, the Court will dismiss the Complaint without prejudice but
grant Mutual First limited leave to amend and properly allege federal jurisdiction.
Accordingly, it is now ORDERED:
1. The Complaint (Doc. #1) is DISMISSED without prejudice.
2. Plaintiff Mutual First, LLC may file an amended complaint on or before
November 10, 2014, that properly alleges federal jurisdiction. Failure to comply
within the deadline will result in this matter being closed.
DONE and ORDERED in Fort Myers, Florida this 27th day of October, 2014.
Copies: All Parties of Record
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