FIELDEN v. MACQUARIE OFFICE MONUMENT CENTER I, LLC et al

Filing 38

ORDER denying Pltf's 28 Motion to Remand. Defts are given seven days to file a second supplemental petition for removal to establish the citizenship of Macquarie Office Monum ent Center I, LLC, Macquarie Office Monument Center II, LLC, and Macquarie Office Trust Services, Inc. Failure to do so shall result in remand (see Order for further details). Signed by Magistrate Judge Tim A. Baker on 8/9/2012. (SWM)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
SHERRY FIELDEN,
Plaintiff,
vs.
MACQUARIE OFFICE MONUMENT
CENTER I, LLC, et al.,
Defendants.

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1:12-cv-0288-TAB-SEB

ORDER ON PLAINTIFF’S MOTION TO REMAND
I.

Introduction
Before the Court is Plaintiff’s motion to remand. On February 7, 2012, Plaintiff filed this

action in Marion Superior Court. [Docket No. 1 at 1.] On March 3, 2012, Defendant Charter
Hall Reit—named in this litigation as Macquarie Office Monument Center I, LLC, Macquarie
Office Monument Center II, LLC, and Macquarie Office Trust Services, Inc.—filed a notice of
removal pursuant to 28 U.S.C. § 1441(a). Jurisdiction is based on diversity of citizenship under
28 U.S.C. § 1332.
During the initial pretrial conference on June 1, 2012, this Court found that Defendants’
notice of removal “fails to adequately identify the citizenship of all parties” and ordered
Defendants “to supplement this petition to establish that diversity jurisdiction exists.” [Docket
No. 25 at 2.] Defendants filed a supplemental petition for removal [Docket No. 27], which
identified Macquarie Office Monument Center I, LLC and Macquarie Office Monument Center
II, LLC as “incorporated in Delaware but owned and controlled by Macquarie Office (US) No. 2
Corporation.” [Id. at 3.] Defendants also stated that “Macquarie Office Trust Services, Inc. is
managed by Macquarie Office Management Limited, an Australian corporation with its principal

place of business in Sydney, Australia.” [Id. at 2–3.]
Plaintiff moves to remand for lack of subject matter jurisdiction, arguing that despite the
Court’s order, Defendants failed to properly identify the citizenship of Macquarie Office
Monument Center I, LLC and Macquarie Office Monument Center II, LLC. [Docket No. 28 at
3.] For the reasons below, Plaintiff’s motion to remand [Docket No. 28] is denied, and
Defendants are given another—and final—opportunity to supplement their petition for removal.
II.

Discussion
Plaintiff correctly asserts that because Macquarie Office Monument Centers I and II are

limited liability corporations, Defendants must establish the citizenship of each LLC’s members.
[Id. at 3.] “For the purposes of diversity jurisdiction, the citizenship of an LLC is equivalent to
the citizenship of its members.” Powers ex rel. Nexes Grp., LLC v. Telrite Corp., Inc., No. 3:05CV-0216-RLY-WGH, 2010 WL 5092975, at *1 (S.D. Ind. Dec. 7, 2010); see also Cosgrove v.
Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998) (“[W]e conclude that the citizenship of an LLC for
purposes of the diversity jurisdiction is the citizenship of its members.”). Members of an LLC
may include “partnerships, corporations, and other entities that have multiple citizenships.”
Hicklin Eng’g, L.C. v. Bartell, 439 F.3d 346, 347 (7th Cir. 2006). “A federal court thus needs to
know each member’s citizenship, and if necessary each member’s members’ citizenships.” Id. at
348.
Armed with the appropriate legal standard, which Plaintiff supplied in her motion to
remand [Docket No. 28 at 2], Defendants filed a response [Docket No. 33], as well as a proposed
amended supplemental petition for removal [Id., Ex. 1], both of which fail to apply the standard.
The response states that “Macquarie Office Monument Center I, LLC is incorporated in

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Delaware, with its principal place of business in Massachusetts” [Id. at 1–2] and that “Macquarie
Monument Center II, LLC, is also incorporated in Delaware, with its principal place of business
in Massachusetts.” [Id. at 2.] These statements do not address the citizenship of either LLC’s
members, and therefore the Court cannot determine whether diversity jurisdiction exists.
Moreover, Defendants fail to properly identify the citizenship of Macquarie Office Trust
Services, Inc. For the purposes of diversity jurisdiction, a corporation is citizen of the state in
which it is incorporated and the state in which it has its principal place of business. 28 U.S.C. §
1332(c)(1). At best, Defendants’ statement that “Macquarie Office Trust Services, Inc. is
managed by Macquarie Office Management Limited, an Australian corporation with its principal
place of business in Sydney, Australia” [Docket No. 27 at 2–3] is unclear regarding Macquarie
Office Trust Services, Inc.’s principal place of business. At worst, Defendants identify only the
principal place of business of Macquarie Office Management Limited, which is not a party to
this case. Additionally, Defendants fail to identify Macquarie Office Trust Services, Inc.’s state
of incorporation. In order to determine Macquarie Office Trust Services, Inc.’s citizenship for
diversity purposes, Defendants must provide the state in which Macquarie Office Trust Services,
Inc. has its principal place of business as well as its state of incorporation.
Given these shortcomings, Plaintiff argues that the Court should remand this case to state
court. [Docket No. 28 at 3.] When jurisdiction has not been established, “[t]here are two
options: to dismiss immediately for lack of jurisdiction, [or] to call for yet another round of
jurisdictional filings.” Guaranty Nat’l Title Co. v. J.E.G. Assocs., 101 F.3d 57, 59 (7th Cir.
1996). Plaintiff urges the Court to take the former option. Plaintiff relies on America’s Best
Inns, Inc. v. Best Inns of Abilene, L.P., where the Seventh Circuit remanded the case with orders

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to dismiss for lack of subject matter jurisdiction. 980 F.2d 1072, 1074 (7th Cir. 1992). The
Court admonished:
These litigants have had chance after chance to establish diversity of
citizenship—the complaint, the answer, the jurisdictional statements in their
appellate briefs, and finally the memoranda and filings under [28 U.S.C.] § 1653
called for at oral argument. Despite receiving express directions about what they had
to do, counsel did not do it. At some point the train of opportunities ends. The
parties’ reluctance to supply the court with essential details supports an inference
that jurisdiction is absent; at all events, it is the obligation of the plaintiff to establish
jurisdiction, and in this obligation the plaintiff has failed.
Id. This case is not so similar. While the plaintiff in America’s Best failed to establish
jurisdiction at numerous stages throughout litigation, Defendants’ admitted “oversight” has
occurred at an early stage. [Docket No. 33 at 1.] While the jurisdictional train is headed down
the tracks, it has not yet derailed. Therefore, immediate remand without an additional
opportunity to correct would be unnecessarily harsh.
III.

Conclusion
For the above reasons, Plaintiff’s motion to remand [Docket No. 28] is denied.

Defendants are given seven days to file a second supplemental petition for removal to establish
the citizenship of Macquarie Office Monument Center I, LLC, Macquarie Office Monument
Center II, LLC, and Macquarie Office Trust Services, Inc. Failure to do so shall result in
remand.
Dated:

08/09/2012
_______________________________
Tim A. Baker
United States Magistrate Judge
Southern District of Indiana

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Copies to:
Christina Marie Alexander
KIGHTLINGER & GRAY
[e-mail]
Bruce P. Clark
BRUCE P. CLARK & ASSOCIATES
[e-mail]
Jennifer E. Davis
BRUCE P. CLARK & ASSOCIATES
[e-mail]
Nicholas Ward Levi
KIGHTLINGER & GRAY
[e-mail]
Jeffrey Alan Musser
ROCAP MUSSER LLP
[e-mail]
Christopher P. Phillips
BRUCE P. CLARK & ASSOCIATES
[e-mail]
Peter H. Pogue
SCHULTZ & POGUE LLP
[e-mail]
James William Roehrdanz
KIGHTLINGER & GRAY
[e-mail]

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