Fontenot v. Valero Refining-Meraux, LLC et al

Filing 2

ORDER TO AMEND COMPLAINT: Plaintiff Bruce Kirk Fontenot shall have seven days to file an amended complaint which clarifies the form of organization of defendant Valero Refining-Mereaux, LLC and properly alleges each defendants citizenship. Amended Pleadings due by 12/22/2014. Signed by Magistrate Judge Stephen C. Riedlinger on 12/12/2014. (SMG)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA

BRUCE KIRK FONTENOT
CIVIL ACTION
VERSUS
NUMBER 14-774-JWD-SCR
VALERO REFINING-MEREAUX LLC,
ET AL
ORDER TO AMEND COMPLAINT
Plaintiff Bruce Kirk Fontenot filed a Complaint asserting
subject matter jurisdiction under 28 U.S.C. § 1332, diversity of
citizenship.

Plaintiff alleged he is “domiciled” in Calcasieu

Parish, which makes him Louisiana citizens. Plaintiff alleged that
defendant Valero Refining-Mereaux, LLC “is a foreign corporation
authorized to do and doing business in the State of Louisiana, with
its registered principle place of business within Louisiana being
in St. Bernard Parish ... Louisiana.”

Plaintiff alleged that

defendant Starcom International, Inc., “is a foreign corporation
authorized to do and doing business in the State of Louisiana, with
its registered principle place of business within Louisiana being
in East Baton Rouge Parish ... Louisiana.”

Plaintiff alleged that

defendant Burns and McDonnell Engineering Company, Inc., “is a
foreign corporation authorized to do and doing business in the
State of Louisiana, with its registered principle place of business
within Louisiana being in East Baton Rouge Parish ... Louisiana.”
When jurisdiction depends on citizenship, the citizenship of

each

party

must

be

distinctly

and

affirmatively

alleged

in

accordance with § 1332(a) and (c).1
Under § 1332(c)(1) a corporation is deemed to be a citizen of
any state in which it is incorporated, and of the state in which it
has its principal place of business.

For purposes of diversity,

the citizenship of a limited liability company is determined by
considering the citizenship of all its members.2
allege

the

citizenship

of

a

corporation

the

Thus, to properly
party

asserting

jurisdiction must allege both the state(s) of incorporation and the
principal place of business.

For a limited liability company, the

party asserting jurisdiction must identify each of the entity’s
members and the citizenship of each member in accordance with the
requirements of § 1332(a) and (c).3

Use of “LLC” in the entity’s

name usually means the entity is organized as a limited liability
company rather than a corporation.

1

Stafford v. Mobil Oil Corp., 945 F.2d 803, 804 (5th Cir.
1991), citing, McGovern v. American Airlines, Inc., 511 F.2d 653,
654 (5th Cir. 1975)(quoting 2A Moore’s Federal Practice ¶ 8.10, at
1662).
2

Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077, 1080 (5th
Cir. 2008); see Carden v. Arkoma Associates, 494 U.S. 185, 110
S.Ct. 1015, 1021 (1990).
3

The same requirement applies to any member of a limited
liability company which is also a limited liability company or a
partnership.
Turner Bros. Crane and Rigging, LLC v. Kingboard
Chemical Holding Ltd., 2007 WL 2848154 (M.D.La. Sept. 24,
2007)(when partners or members are themselves entities or
associations, citizenship must be traced through however many
layers of members or partners there are).
2

Plaintiff’s jurisdictional allegations are not sufficient to
determine whether there is diversity of citizenship.

Although

defendant Valero Refining-Mereaux uses the “LLC” designation in its
name, the plaintiff alleged that it is a corporation rather than a
limited liability company.

The form of organization matters in

determining whether the court has subject matter jurisdiction.
this

defendant

is

actually

organized

as

a

corporation,

If
the

plaintiff failed to allege the state(s) where it is incorporated
and where it has its

principal place of business.

Whether a defendant is organized as a corporation or as a
limited liability company, where a defendant is authorized to do
business does not determine its citizenship.

And although a

corporation may have a place in each state where it does most of
its business, or where it’s main office in that state is registered
for the purpose of complying with state law, for the purpose of §
1332

a

corporation

business.

has

only

one

overall

principal

place

of

See, Hertz Corp. v. Friend, 559 U.S. 77, 93, 130 S.Ct.

1181, 1193 (2010) (term “principal place of business” in federal
diversity

jurisdiction

corporation’s

officers

statute
direct,

refers

to

control,

place
and

where

a

coordinate

corporation’s activities, in other words the corporation's “nerve
center”; corporation’s “nerve center,” for diversity jurisdiction
purposes, is usually its main headquarters, and it is a single
place within a State).

3

Therefore;
IT IS ORDERED that plaintiff Bruce Kirk Fontenot shall have
seven days to file an amended complaint which clarifies the form of
organization of defendant Valero Refining-Mereaux, LLC and properly
alleges each defendant’s citizenship.
Failure to comply with this order may result in the case being
dismissed

without

further

notice

for

lack

of

subject

matter

jurisdiction.
Baton Rouge, Louisiana, December 12, 2014.

STEPHEN C. RIEDLINGER
UNITED STATES MAGISTRATE JUDGE

4