HIBERNATION THERAPUTICS USA LLC v. SMISSON et al

Filing 8

ORDER: The Court hereby ORDERS the Plaintiff to file a supplement to its complaint within 14 days, consisting of one numbered paragraph, that states the facts necessary to determine citizenship of HTUSA and its constituent members. The Defendants need not file a response to such statement unless it contests the assertions of identity and citizenship contained therein. Ordered by US DISTRICT JUDGE MARC THOMAS TREADWELL on 3/28/2018. (tlh)

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF GEORGIA
MACON DIVISION
HIBERNATION THERAPEUTICS
USA, LLC,
Plaintiff,
v.
HUGH SMISSON III and DAVID FIELD,
Defendants.

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CIVIL ACTION NO. 5:18-cv-52 (MTT)

ORDER
In evaluating the citizenship of an unincorporated association for the purpose of
determining whether the Court has diversity jurisdiction (28 U.S.C. § 1332(a)), the Court
must consider the citizenship of the association’s constituents.1 In its complaint, Plaintiff
Hibernation Therapeutics USA, LLC (HTUSA), a limited liability company, did not
sufficiently state the identity and citizenship of its members. See Doc. 1 ¶ 3 (“Plaintiff
Hibernation Therapeutics USA, LLC (‘HTUSA’), is a limited liability company organized
and existing under the laws of the State of Delaware.”). HTUSA’s corporate disclosure
statement lists the constituent members of HTUSA, most of which are also
unincorporated associations with one incorporated entity; however, although providing
the states under whose laws those members are created, the disclosure statement does
not state all facts necessary to determine the citizenship of those constituent members.2

1

Underwriters at Lloyd’s, London v. Osting-Schwinn, 613 F.3d 1079, 1086 (11th Cir. 2010)
(“[U]nincorporated associations do not themselves have any citizenship, but instead must prove the
citizenship of each of their members to meet the jurisdictional requirements of 28 U.S.C. § 1332.”); see
also Carden v. Akoma Assocs., 494 U.S. 185, 195 (1990) (requiring a court to consider the citizenship of
all partners of limited partnerships in order to determine whether diversity jurisdiction exists).
2
“If a partner or member of an unincorporated association is itself an unincorporated association, the
citizenship of unincorporated associations must be traced through however many layers of partners or
members there may be.” Orchid Quay, LLC v. Suncor Bristol Bay, LLC, 2016 WL 1404163, at *3 (S.D.
Fla.) (internal quotation marks and citation omitted). The disclosure statement states that constituent
members are “Delaware limited liability companies,” but the laws under which those members are
organized is not determinative of citizenship. See generally Doc. 5. For example, according to the
disclosure statement, a constituent of one of HTUSA’s constituent members is a corporation and, thus,
under 28 U.S.C. § 1332(c)(1), HTUSA is “deemed to be a citizen of every State and foreign state by

See generally Doc. 5. Accordingly, the Court hereby ORDERS the Plaintiff to file a
supplement to its complaint within 14 days, consisting of one numbered paragraph, that
states the facts necessary to determine citizenship of HTUSA and its constituent
members. The Defendants need not file a response to such statement unless it
contests the assertions of identity and citizenship contained therein.
SO ORDERED this 28th day of March, 2018.
S/ Marc T. Treadwell
MARC T. TREADWELL, JUDGE
UNITED STATES DISTRICT COURT

which [that corporate constituent] has been incorporated and of the State or foreign state where it has its
principal place of business.”

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