Williamson v. ARAMARK Schools Facilities, LLC et al

Filing 50

ORDER: The East Baton Rouge Parish School Boards 49 Motion to Substitute Complaint of Intervention is DENIED without prejudice to re-filing a motion to substitute the proposed Complaint of Intervention with a proposed pleading that is a comprehensive complaint of intervention as written. The East Baton Rouge Parish School Board shall have seven (7) days from the date of this Order to file the motion to substitute. Signed by Magistrate Judge Erin Wilder-Doomes on 9/13/2017. (LLH)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA

ELLEN WILLIAMSON

CIVIL ACTION

VERSUS

NO. 16-118-SDD-EWD

ARAMARK SCHOOLS
FACILITIES, LLC ET AL.

ORDER
Before the Court is East Baton Rouge Parish School Board’s Motion to Substitute
Complaint of Intervention (the “Motion”).1 On July 7, 2017, East Baton Rouge Parish School
Board (“EBRPSB”) filed a Motion for Leave to File Complaint of Intervention. 2 On September
5, 2017, the undersigned issued an Order3 requiring EBRPSB to file a motion to substitute the
proposed Complaint of Intervention4 with a comprehensive complaint of intervention that
adequately alleges the citizenship of all parties.5
On September 12, 2017, EBRPSB filed the instant Motion with a proposed Complaint of
Intervention that contains the following allegations regarding the citizenship of the parties:
1.
The School Board is a political subdivision of the State of Louisiana
and domiciled in Louisiana.
2.
School Board seeks leave to intervene as a plaintiff in this matter.
3.
Made defendants-in-intervention herein are as follows:
1. ELLEN WILLIAMSON, a person of the full age of majority and
domiciled in Parish of East Baton Rouge, State of Louisiana;
1

R. Doc. 49.
R. Doc. 45.
3
R. Doc. 48.
4
R. Doc. 45-1.
5
Proper allegations regarding the citizenship of the parties is necessary where, as here, the case was removed from
state court on the basis of diversity jurisdiction, pursuant to 28 U.S.C. § 1332(a). See, R. Doc. 1.
2

2. ARAMARK SCHOOLS FACILITIES, LIMITED
LIABILITY COMPANY, a Delaware limited liability company,
doing business in the State of Louisiana, having reinstated its
corporate capacity on August 28, 2017, following revocation on
March 15, 2017, and MetroClean is a “d/b/a” of Aramark Schools
Facilities, LLC;
3. ARAMARK MANAGEMENT SERVICES, LIMITED
PARTNERSHIP, is a limited partnership organized under the law
of the state of Delaware, if [sic] which the general partner is
Aramark SMMS LLC, a limited liability company organized under
the laws of the state of Delaware with its principal place of business
in Pennsylvania, and the sole limited partner is Aramark Services,
Inc., a corporation organized under the laws of the state of Delaware
with its principal place of business in Pennsylvania, and doing
business
in the State of Louisiana despite its failure to file its Annual Report
in February of 2017 (and changing its principal business office
address to “Delaware, PA” with no specific address on October 18,
2015).
4. ARAMARK SERVICES, INC., is a corporation organized
under the laws of the state of Delaware with its principal place of
business in Pennsylvania, with a principal business establishment
address in East Baton Rouge Parish, Louisiana, and doing business
in the State of Louisiana despite the entity’s inactive status with the
Louisiana Secretary of State since May of 2017 for failure to file its
Annual Report.
5. SOJI SERVICES, INC. D/B/A METROCLEAN, a Texas
corporation with its principal place of business in Texas; and
6. BRIDGET JONES, a person of full age of majority who is
believed to be domiciled in the Parish of East Baton Rouge, State of
Louisiana.6
Proper information regarding citizenship of all parties is necessary to determine whether
EBRPSB’s intervention will destroy the Court’s subject matter jurisdiction under 28 U.S.C. §
1332. In the proposed Complaint of Intervention, citizenship has not been adequately alleged.
While the citizenship of Ellen Williamson, Bridget Jones, Aramark Services, Inc. and Soji

6

R. Doc. 49-1 at ¶¶ 1-3.
2

Services, Inc. d/b/a Metroclean has been adequately alleged,7 citizenship has not been properly
alleged with respect to Aramark Schools Facilities, LLC and Aramark Management Services, L.P.
As stated in the September 5, 2017 Order,8 with respect to Aramark Schools Facilities,
LLC, the Fifth Circuit has held that for purposes of diversity, the citizenship of a limited liability
company is determined by considering the citizenship of all its members. Harvey v. Grey Wolf
Drilling Co., 542 F.3d 1077, 1080 (5th Cir. 2008). Thus, to properly allege the citizenship of a
limited liability company, a party must identify each of the members of a limited liability company,
and the citizenship of each member in accordance with the requirements of 28 U.S.C. § 1332(a)
and (c). The same requirement applies to any member of a limited liability company which is also
a limited liability company. See, Turner Bros. Crane and Rigging, LLC v. Kingboard Chemical
Holding Ltd., 2007 WL 2848154, at *4 (M.D. La. Sept. 24, 2007) (“when partners or members are
themselves entities or associations, the citizenship must be traced through however many layers of
members or partners there may be, and failure to do [so] can result in dismissal for want of
jurisdiction.”) (citations omitted). In the instant case, the proposed Complaint of Intervention fails
to allege the citizenship of any member of Aramark Schools Facilities, LLC.
Further, with respect to Aramark Management Services, LP, the Fifth Circuit has held that,
“The citizenship of a limited partnership is based upon the citizenship of each of its partners.”
Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077, 1079 (5th Cir. 2008). “Both the general partners

With respect to Ellen Williamson and Bridget Jones, the Fifth Circuit has explained that, “For diversity purposes,
citizenship means domicile; mere residence in the State is not sufficient.” Mas v. Perry, 489 F.2d 1396, 1399 (5th
Cir. 1974) (citations omitted). With respect to Aramark Services, Inc. and Soji Services, Inc. d/b/a Metroclean, the
Fifth Circuit has held that for purposes of diversity, “A corporation is a citizen of its place of incorporation and its
principal place of business.” 28 U.S.C. § 1332(c). See also, Getty Oil, Div. of Texaco v. Ins. Co. of North America,
841 F.2d 1254, 1259 (5th Cir. 1988) (In diversity cases involving corporations, “allegations of citizenship must set
forth the state of incorporation as well as the principal place of business of each corporation.”). Thus, to properly
allege the citizenship of a corporation, a party must identify the place of incorporation and the corporation’s principal
place of business in accordance with the requirements of 28 U.S.C. § 1332(c).
8
R. Doc. 48.
7

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and limited partners must be alleged to establish citizenship of a limited partnership.” Rios v. Mall
of Louisiana, 2014 WL 1239093, at *1 (M.D. La. Mar. 25, 2014); See, International Paper Co. v.
Denkmann Assoc., 116 F.3d 134, 137 (5th Cir. 1997)). Although the proposed Complaint of
Intervention states that Aramark SMMS LLC is the general partner of Aramark Management
Services, LP, the proposed Complaint of Intervention fails to specify whether Aramark SMMS
LLC is the sole general partner of Aramark Management Services, LP. The proposed Complaint
of Intervention also fails to properly allege the citizenship of Aramark SMMS LLC. See, Harvey,
542 F.3d at 1080 (discussed above).
Accordingly,
IT IS HEREBY ORDERED that East Baton Rouge Parish School Board’s Motion to
Substitute Complaint of Intervention9 is DENIED without prejudice to re-filing a motion to
substitute the proposed Complaint of Intervention10 with a proposed pleading that is a
comprehensive complaint of intervention that includes all of East Baton Rouge Parish School
Board’s numbered allegations, as revised, supplemented, and/or amended, and adequately alleges
the citizenship of all parties, which will become the operative complaint of intervention in this
matter. East Baton Rouge Parish School Board shall have seven (7) days from the date of this
Order to file the motion to substitute.
Signed in Baton Rouge, Louisiana, on September 13, 2017.

S
ERIN WILDER-DOOMES
UNITED STATES MAGISTRATE JUDGE

9

R. Doc. 49.
R. Doc. 45-1.

10

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