Metal Technologies of Indiana LLC v. ADA Solutions, Inc.

Filing 41

OPINION AND ORDER: Plaintiff is to file, on or before 3/9/2018, a supplemental jurisdictional statement as outlined in this Opinion and Order. Signed by Magistrate Judge Paul R Cherry on 3/1/18. (ksp)

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA
FORT WAYNE DIVISION
METAL TECHNOLOGIES OF INDIANA LLC,
Plaintiff,

)
)
)
v.
) CAUSE NO.: 1:17-CV-466-PRC
)
ADA SOLUTIONS, INC.
)
Defendant.
)
__________________________________________)
)
ADA SOLUTIONS, INC.
)
Counterclaimant,
)
)
v.
)
)
METAL TECHNOLOGIES OF INDIANA LLC, )
Counterclaim Defendant.
)

OPINION AND ORDER
This matter is before the Court on a Second Supplemental Jurisdictional Statement of
Defendant/Counter-Plaintiff ADA Solutions, Inc. [DE 40], filed on February 28, 2018.
The Court must continuously police its subject matter jurisdiction. Hay v. Ind. State Bd. of
Tax Comm’rs, 312 F.3d 876, 879 (7th Cir. 2002). The Court has spent several months attempting
to ascertain whether it has subject matter jurisdiction over this litigation.
Thus far, the allegations before the Court sufficiently allege that ADA Solutions, Inc., which
is Defendant and Counterclaimant, is a citizen of Massachusetts. The full citizenship of Plaintiff and
Counterclaim Defendant Metal Technologies of Indiana, LLC remains unknown.
Metal Technologies of Indiana, LLC, as a limited liability company, takes its citizenship
from its members, which are alleged to be (1) MTI Holding, Inc., (2) Prudential Capital Partners V,
L.P.; (3) Prudential Capital Partners Management Fund V, L.P.; and (4) PCP V MTI Holding, L.P.

MTI Holding, Inc. is sufficiently alleged to be a citizen of Indiana.
The remaining members of Metal Technologies of Indiana, LLC are limited partnerships.
Plaintiff has disclosed only a single general partner and no limited partners for each L.P. “In contrast
with general partnerships, limited partnerships are formed under state limited partnership statutes
and consist of one or more general partners and one or more limited partners.” § 2:4.Types of
entities—Limited partnerships, Partnership Law & Practice § 2:4 (2017) (emphasis added). A
limited partnership, or L.P., has the citizenship of all of its partners, both general and limited.
Signicast, LLC v. Fireman’s Fund Ins. Co., 920 F. Supp. 2d 967, 969 (E.D. Wis. 2013) (citing
America’s Best Inns, Inc. . Best Inns of Abilene, L.P., 980 F.2d 1072, 1073 (7th Cir. 1992)). The
allegations of citizenship for these L.P.s remain inadequate.
This will be the third time that the Court has ordered supplemental information regarding
Plaintiff’s citizenship. Due to the insufficiency of past statements and the importance of ensuring
the Court’s subject matter jurisdiction, the Court will order Plaintiff to answer specific questions in
numbered paragraphs.
Therefore, the Court hereby ORDERS Plaintiff to file, on or before March 9, 2018, a
supplemental jurisdictional statement which restates the following questions verbatim and then
provides Plaintiff’s answer to each question separately in a paragraph immediately following each
restated question:
1.

Who are all of the general partners of Prudential Capital Partners V, L.P.,
pursuant to Prudential Capital Partners V, L.P.’s limited partnership
agreement?

2.

Of what state(s) is each general partner listed in the answer to Question 1 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

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3.

Who are all of the limited partners of Prudential Capital Partners V, L.P.,
pursuant to Prudential Capital Partners V, L.P.’s limited partnership
agreement?

4.

Of what state(s) is each limited partner listed in the answer to Question 3 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

5.

Who are all of the general partners of Prudential Capital Partners
Management Fund V, L.P., pursuant to Prudential Capital Partners
Management Fund V, L.P.’s limited partnership agreement?

6.

Of what state(s) is each general partner listed in the answer to Question 5 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

7.

Who are all of the limited partners of Prudential Capital Partners
Management Fund V, L.P., pursuant to Prudential Capital Partners
Management Fund V, L.P.’s limited partnership agreement?

8.

Of what state(s) is each limited partner listed in the answer to Question 7 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

9.

Who are all of the general partners of PCP V MTI Holding, L.P., pursuant to
PCP V MTI Holding, L.P.’s limited partnership agreement?

10.

Of what state(s) is each general partner listed in the answer to Question 9 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

11.

Who are all of the limited partners of PCP V MTI Holding, L.P., pursuant to
PCP V MTI Holding, L.P.’s limited partnership agreement?

12.

Of what state(s) is each limited partner listed in the answer to Question 11 a
citizen? Provide facts establishing citizenship according to the appropriate
legal standard, tracing through all layers of ownership, as necessary.

The Court further ORDERS that statements declaring that an entity is “ultimately
controlled” by a certain parent company are unacceptable and incomplete answers to the above
questions. All members must be named for all LLCs, and all partners must be named for all

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partnerships and L.P.s, throughout all layers of ownership, starting with each member of Plaintiff,
then proceeding to that member’s members, and so forth up the chain of ownership.
Additionally, the Court CLARIFIES that, if any investor is also a general partner, limited
partner, or member, then the Court’s January 26, 2018 Opinion and Order [DE 34] must not be read
to imply that such a general partner, limited partner, or member is not relevant to the citizenship
inquiry, and all such general partners, limited partners, and members must be named.
SO ORDERED this 1st day of March, 2018.
s/ Paul R. Cherry
MAGISTRATE JUDGE PAUL R. CHERRY
UNITED STATES DISTRICT COURT

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