Dollar Rent A Car, Inc. et al v. Westover Car Rental, LLC et al

Filing 55

OPINION AND ORDER dismissing 35 Plaintiffs' Amended Complaint without prejudice for lack of subject matter jurisdiction; denying as moot 36 Defendants' Motion to Dismiss for Lack of Personal Jurisdiction and Alternative Motion to Transfer Venue. Signed by Judge John E. Steele on 4/21/2017. (KP)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
DOLLAR RENT A CAR, INC., an
Oklahoma
corporation,
THRIFTY RENT-A-CAR SYSTEM,
INC.,
an
Oklahoma
corporation, and THE HERTZ
CORPORATION,
a
Delaware
Corporation,
Plaintiffs,
v.

Case No: 2:16-cv-363-FtM-29CM

WESTOVER CAR RENTAL, LLC, a
Delaware limited liability
company, PHILIP R. MOOAR,
CARL
P.
PALADINO,
JOEL
CASTLEVETERE,
ENRICO
D’ABATE,
and
MICHAEL
G.
DILLON,
Defendants.
OPINION AND ORDER
This matter comes before the Court on Plaintiffs’ Amended
Complaint (Doc. #35) filed on December 8, 2016, which the Court
reviews

to

ensure

the

existence

of

federal

subject

matter

jurisdiction. 1
The Amended Complaint avers that the Court has subject matter
jurisdiction over the action under 28 U.S.C. § 1332(a) because
there is complete diversity of citizenship between Plaintiffs and
Defendants, and the amount in controversy exceeds the sum or value
of $75,000, exclusive of interest and costs.

1

(Id. ¶ 11.)

If the Court determines “at any time” that it lacks subject
matter jurisdiction, it must dismiss the case. Fed. R. Civ. P.
12(h)(3).

The Court cannot agree.

The three corporate plaintiffs are

alleged to be citizens of Florida, Oklahoma, and/or Delaware, and
the five individual defendants are alleged to be citizens of New
York.

The problem is that the citizenship of corporate defendant

Westover Car Rental, LLC (Westover) is not properly alleged.

The

Amended Complaint asserts that, “[u]pon information and belief,
all of the members of Westover, both individual and corporate, are
citizens of New York.”
Amended

Complaint

(Id. ¶ 5.)

regarding

The facts alleged in the

those

members,

however,

are

insufficient to show Westover’s citizenship – specifically, that
its citizenship does not include Florida, Oklahoma, or Delaware,
as needed to establish that complete diversity exists.
As a limited liability company, Westover is a citizen of all
states of which its members – including other LLCs - are citizens.
Purchasing Power, LLC v. Bluestem Brands, Inc., 851 F.3d 1218,
1220 (11th Cir. 2017); Rolling Greens MHP, L.P. v. Comcast SCH
Holdings L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004).
Eleventh Circuit recently observed,
[c]itizenship of LLCs often ends up looking
like a factor tree that exponentially expands
every time a member turns out to be another
LLC, thereby restarting the process of
identifying the members of that LLC. The
simplest misstep has the potential to derail
years of litigation and result in a massive
financial sanction . . . . It is in everyone’s
best interest, both the litigants’ and the
courts’, to verify that diversity jurisdiction
exists before proceeding with the case.
Purchasing Power, LLC, 851 F.3d at 1220.

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As the

A citizenship “factor tree” is present here.

The Amended

Complaint avers that Westover has two members: Philip Mooar, a New
York citizen, and Genesee Car Rental, LLC (Genesee) a New York
limited liability company.

Genesee is itself alleged to have two

members: 6956 Group, LLC (6956 Group) and Castle & Mosey IV, LLC
(Castle & Mosey), both New York limited liability companies.
Amended

Complaint

does

not,

however,

provide

The

sufficient

information about the members of 6956 Group or Castle & Mosey; it
avers only that William Paladino, a citizen of New York, is
believed to have a 25% membership stake in 6956 Group, and that
Defendants’ counsel has indicated “via email that no member has a
connection to Florida.”

(Doc. #35, ¶ 5.)

As such, Plaintiffs

believe that “no member of 6956 Group, LLC or Castle & Mosey IV,
LLC is incorporated in, has a principal place of business in, or
is a citizen of Florida.”

(Id.)

Given the absence of information regarding the identity and
citizenship of all the members of 6956 Group and Castle & Mosey –
which could very well add new LLC “branches” to the “tree” - these
allegations are insufficient to support the existence of federal
subject matter jurisdiction.
non-Florida

citizenship

Moreover, even if the allegation of

proves

true,

it

does

not

establish

complete diversity of citizenship, because it does not address
whether any members of 6956 Group and Castle & Mosey are citizens
of Oklahoma or Delaware.

Accordingly, the Court dismisses the

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Amended Complaint for lack of subject matter jurisdiction. 2

See

Lowery v. Alabama Power Co., 483 F.3d 1184, 1216-17 (11th Cir.
2007).
Accordingly, it is hereby
ORDERED:
1.

Plaintiffs’ Amended Complaint (Doc. #35) is dismissed

without prejudice for lack of subject matter jurisdiction.
2.

Defendants’

pending

Motion

to

Dismiss

for

Lack

of

Personal Jurisdiction and Alternative Motion to Transfer Venue
(Doc. #36) is denied without prejudice as moot.
DONE and ORDERED at Fort Myers, Florida, this 21st day of
April, 2017.

Copies:
Counsel of Record

2

Plaintiffs’ original Complaint (Doc. #1) was also dismissed for
failure to adequately allege subject matter jurisdiction (Doc.
#34).
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