Sandler at Bartram Lakes, L.L.C. v. Comcast of Florida/Georgia/Illinois/Michigan, LLC

Filing 3

ORDERED: Plaintiff shall have up to and including July 31, 2017, to provide the Court with sufficient information so that it can determine whether it has jurisdiction over this action. See Order for details. Signed by Judge Marcia Morales Howard on 7/17/2017. (MHM)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
JACKSONVILLE DIVISION
SANDLER AT BARTRAM LAKES, L.L.C.,
Plaintiff,
vs.

Case No. 3:17-cv-809-J-34PDB

COMCAST OF FLORIDA/GEORGIA/
ILLINOIS/MICHIGAN, LLC f/k/a
COMCAST OF GREATER
FLORIDA/GEORGIA, INC.,
Defendant.
_____________________________________/

ORDER
THIS CAUSE is before the Court sua sponte. Federal courts are courts of limited
jurisdiction and therefore have an obligation to inquire into their subject matter jurisdiction.
See Kirkland v. Midland Mortgage Co., 243 F.3d 1277, 1279-1280 (11th Cir. 2001); see also
Burns v. Windsor Ins. Co., 31 F.3d 1092, 1095 (11th Cir. 1994). This obligation exists
regardless of whether the parties have challenged the existence of subject matter
jurisdiction. See Univ. of S. Ala. v. Am. Tobacco Co., 168 F.3d 405, 410 (11th Cir. 1999)
(“[I]t is well settled that a federal court is obligated to inquire into subject matter jurisdiction
sua sponte whenever it may be lacking”).
On July 14, 2017, Plaintiff filed its Complaint (Doc. 1), asserting that the Court has
diversity jurisdiction over this action pursuant to 28 U.S.C. § 1332. See Complaint ¶ 4. In
support, Plaintiff asserts that “[t]his is an action between parties of diverse citizenship with
an amount in controversy that exceeds $75,000, exclusive of interest and costs.” Id.
Plaintiff, Sandler at Bartram Lakes, L.L.C. (Sandler), alleges that it is “a Virginia limited

liability corporation with its principal place of business located” in Virginia. Id. ¶ 1 (emphasis
added).

In

addition,

Sandler

alleges

that

Defendant

Comcast

of

Florida/Georgia/Illinois/Michigan, LLC (Comcast) is “a Florida limited liability corporation with
its principal place of business” in Pennsylvania. Id. ¶ 2 (emphasis added). Upon review of
these allegations, the Court is unable to determine whether it has diversity jurisdiction over
this action because Plaintiff has inadequately pled the citizenship of either party.
Here, Sandler identifies both parties as “limited liability corporations,” and alleges their
respective states of citizenship as if they are corporations. Id. ¶¶ 1-2; see also 28 U.S.C. §
1332(c)(1). However, Sandler and Comcast are denominated using the LLC abbreviation
which, under both Florida and Virginia law, indicates that these entities are limited liability
companies, not corporations.1 See Fla. Stat. § 605.0112(1)(a) (“The name of a limited
liability company . . . [m]ust contain the words ‘limited liability company’ or the abbreviation
‘L.L.C.’ or ‘LLC’”); Fla. Stat. § 607.0401(1) (“A corporate name . . . [m]ust contain [certain
words, abbreviations or designations] as will clearly indicate that it is a corporation instead
of a natural person, partnership, or other business entity.”); Va. Code Ann. § 13.1-630(B.)(3.)
(“A corporate name shall not contain . . . [a]ny word, abbreviation or combination of
characters that states or implies the corporation is a limited liability company or a limited
partnership”). An entity cannot be both a limited liability company and a corporation.
Moreover, because the requirements for demonstrating the citizenship of a limited liability

1

Notably, in the Right-of-Entry Service and Installation Agreement, which is attached to the
Complaint, Sandler is identified as a “Virginia limited liability company.” See Complaint, Ex. A at 1 (emphasis
added).
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company and a corporation are different, the Court cannot determine the citizenship of
Sandler and Comcast from the assertions in the Complaint.
For a court to have diversity jurisdiction pursuant to 28 U.S.C. § 1332(a), “all plaintiffs
must be diverse from all defendants.” Univ. of S. Ala., 168 F.3d at 412. Relevant to this
action, for the purposes of establishing diversity jurisdiction, “a limited liability company is a
citizen of any state of which a member of the company is a citizen.” Rolling Greens MHP,
L.P. v. Comcast SCH Holdings L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004). A corporation,
however, “‘shall be deemed to be a citizen of any State by which it has been incorporated
and of the State where it has its principal place of business.’” Hertz Corp. v. Friend, 559 U.S.
77, 81 (2010) (quoting 28 U.S.C. § 1332(c)(1)) (emphasis omitted). Thus, to sufficiently
allege the citizenship of an LLC, a party must list the citizenship of each of the LLC’s
members, but to allege the citizenship of a corporation, a party must identify the states of
incorporation and principal place of business. See Rolling Greens, 374 F.3d at 1021-22; 28
U.S.C. § 1332(c)(1). Here, as the parties are denominated as LLCs, but Sandler alleges
jurisdiction as if they are corporations, the Court is unable to determine the citizenship of
either party. As such, clarification is necessary to establish this Court’s diversity jurisdiction.
First, Sandler must specify whether each party is a limited liability company or a corporation.
If, despite their names, Sandler and Comcast are corporations, the Court can determine their
respective states of citizenship based on the information contained in the Complaint.

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However, if either party is a limited liability company, as they both appear to be, then Sandler
must establish the citizenship of each of the members of that party.2
In light of the foregoing, the Court will give Sandler an opportunity to demonstrate that
the Court has subject matter jurisdiction over this case.3
Accordingly, it is
ORDERED:
Plaintiff Sandler at Bartram Lakes, L.L.C. shall have up to and including July 31,
2017, to provide the Court with sufficient information so that it can determine whether it has
jurisdiction over this action.
DONE AND ORDERED at Jacksonville, Florida on July 17, 2017.

lc11
Copies to:
Counsel of Record
Pro Se Parties

2

Sandler is advised that each member’s citizenship must be properly alleged, be it an individual,
corporation, LLC, or other entity.
3

The party seeking to invoke the Court’s diversity jurisdiction bears the burden of establishing
by a preponderance of the evidence that the jurisdictional prerequisites are met. See McCormick v. Aderholt,
293 F.3d 1254, 1257 (11th Cir. 2002); see also Taylor v. Appleton, 30 F.3d 1365, 1367 (11th Cir. 1994) (noting
that the “pleader must affirmatively allege facts demonstrating the existence of jurisdiction”).
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