Adams Physical Therapy Services Inc v. Systems4PT LLC

Filing 4

OPINION AND ORDER re 2 Notice of Removal. Defendant is ORDERED to supplement the record by filing an Amended Notice of Removal on or before April 19, 2013 as outlined in Order. Signed by Magistrate Judge Roger B Cosbey on 4/5/13. (lhc)

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA
FORT WAYNE DIVISION
ADAMS PHYSICAL THERAPY
SERVICES, INC.,

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Plaintiff,
v.
SYSTEMS4PT, LLC,
Defendant.

CAUSE NO. 1:13-CV-104

OPINION AND ORDER
This case was removed to this Court from the Jay Superior Court by Defendant based on
diversity jurisdiction pursuant to 28 U.S.C. § 1332(a). (Docket # 2.) The Notice of Removal
alleges that Defendant Systems4PT, LLC is a limited liability company comprised of
individuals, a corporation, and a trust and attaches a list of these members’ citizenship. (Notice
of Removal ¶ 6, Ex. B.) This list indicates that the corporation referred to is Defiance Fund,
Ltd., a Cayman Island exempt company (which is a corporation), and then states that “Defiance
Capital, L.L.C. is the Investment Manager of Defiance Fund, Ltd.” and has its principal place of
business in New York. (Notice of Removal Ex. B.)
Defendant’s Notice of Removal, however, is inadequate for two reasons. First, as to
Defiance Fund, Ltd., a Cayman Islands corporation, corporations “are deemed to be citizens of
the state in which they are incorporated and of the state in which they have their principal place
of business.” N. Trust Co. v. Bunge Corp., 899 F.2d 591, 594 (7th Cir. 1990) (emphasis added);
see 28 U.S.C. § 1332(c)(1). The term “principal place of business” refers to the corporation’s
“nerve center”—the place where a corporation’s officers direct, control, and coordinate the
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corporation’s activities. Hertz Corp. v. Friend, 130 S. Ct. 1181, 1192 (2010). Thus, along with
alleging that Defiance Fund, Ltd. is a Cayman Islands corporation, the Court must also be
advised of where it maintains its principal place of business.
Confusingly, Defendant further states that Defiance Capital, L.L.C., is the investment
manager of Defiance Fund, Ltd. and has its principal place of business in New York. (Notice of
Removal Ex. B.) But it is unclear from this language whether Defiance Capital, L.L.C. is itself a
member of Systems4PT, LLC or whether this information is simply superfluous. If Defiance
Capital, L.L.C. is a member of Systems4PT, LLC, then the Court must be advised of the
citizenship of all its members to ensure that none of them share a common citizenship with
Plaintiff. Hicklin Eng’g, L.C. v. Bartell, 439 F.3d 346, 347 (7th Cir. 2006); see Cosgrove v.
Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998) (noting that “the citizenship of an LLC for
purposes of [ ] diversity jurisdiction is the citizenship of its members”). This citizenship must
then be “traced through multiple levels” for those members of Defiance Capital, L.L.C. who are
a partnership or a limited liability company, as anything less can result in a dismissal or remand
for want of jurisdiction. Mut. Assignment & Indem. Co. v. Lind-Waldock & Co., LLC, 364 F.3d
858, 861 (7th Cir. 2004).
Therefore, Defendant Systems4PT, LLC, is ORDERED to supplement the record by
filing an Amended Notice of Removal on or before April 19, 2013, properly alleging its
citizenship by advising the Court of Defiance Fund, Ltd.’s principal place of business and, if
necessary, the members of Defiance Capital, L.L.C. and their citizenship, tracing the citizenship

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of all unincorporated associations through all applicable layers of ownership.
SO ORDERED.
Enter for this 5th day of April, 2013.
/S/ Roger B. Cosbey
Roger B. Cosbey,
United States Magistrate Judge

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