Imperial Zinc Corp. v. Strauss et al

Filing 24

MEMORANDUM AND ORDER IT IS HEREBY ORDERED that by February 3, 2015, Plaintiff shall file an amended complaint that alleges facts establishing the citizenship of each party. If Plaintiff fails to timely and fully comply with this Order, this matter may be dismissed without prejudice for lack of subject matter jurisdiction. Response to Court due by 2/3/2015. Signed by District Judge Audrey G. Fleissig on 1/27/15. (JWJ)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
IMPERIAL ZINC CORP.,
Plaintiff,
v.
ENGINEERED PRODUCTS
INDUSTRIES, L.L.C., et al.,
Defendants.

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No. 4:14-CV-01015-AGF

MEMORANDUM AND ORDER
This matter is before the Court on review of the file. The Eighth Circuit has
admonished district courts to “be attentive to a satisfaction of jurisdictional requirements
in all cases.” Sanders v. Clemco Indus., 823 F.2d 214, 216 (8th Cir. 1987). “In every
federal case the court must be satisfied that it has jurisdiction before it turns to the merits
of other legal arguments.” Carlson v. Arrowhead Concrete Works, Inc., 445 F.3d 1046,
1050 (8th Cir. 2006).
The amended complaint in this case asserts that the Court has jurisdiction over
the action pursuant to 28 U.S.C. § 1332 because the lawsuit is between citizens of
different states and the matter in controversy exceeds the sum of $75,000. The amended
complaint alleges that Plaintiff Imperial Zinc Corp. is an Illinois corporation “engaged in
the business of manufacturing and selling zinc goods in Cook County, Illinois.” (Doc.
No. 7 at 1-2.) Regarding the citizenship of Defendants, the amended complaint alleges
that Defendant Engineered Products Industries, L.L.C. (“Engineered Products”) is a

“Missouri limited liability company” whose “member is EFR, L.L.C., a Missouri limited
liability company,” and “[u]pon information and belief, EFR, L.L.C.’s member is Edward
F. Ryan, a Missouri citizen”; and Defendants John Doe 1 and John Doe 2 are citizens of
Missouri. Id. at 2-3.
Defendant Engineered Products filed its answer to the amended complaint on
January 19, 2015, and a few days later, filed a Disclosure of Organizational Interests
Certificate, as required by Local Rule 3-2.09. In its disclosure certificate, Engineered
Products lists all of its members, including not only EFR, L.L.C. but also several other
trusts, limited partnerships, limited liability companies, and individuals. (Doc. No. 23.)
The disclosure certificate does not trace through the citizenship of each of Engineered
Products’ limited liability company and limited partnership members.
Engineered Products’ disclosure certificate calls into question the sufficiency of
Plaintiff’s jurisdictional allegations. For the purpose of diversity, limited liability
companies and limited partnerships do not have their own citizenship. Rather, a limited
liability company’s citizenship is the citizenship of all of its members, and a limited
partnership’s citizenship is the citizenship of all of its partners, both general and limited.
GMAC Commercial Credit LLC v. Dillard Dep’t Stores, Inc., 357 F.3d 827, 829 (8th Cir.
2004); Buckley v. Control Data Corp., 923 F.2d 96, 97 (8th Cir. 1991). Moreover, “when
an unincorporated entity such as a limited liability company has a multiple-layer
ownership structure, the citizenship of the entity must be traced through however many
layers of partners or members there may be.” Fountain Plaza Fin., LLC v. Centrue Bank,
No. 4:14CV01388 AGF, 2014 WL 5420793, at *2 (E.D. Mo. Oct. 22, 2014) (citations
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omitted). Thus, in order to determine whether complete diversity of citizenship exists in
this case, the Court must trace through the citizenship of each limited liability company
and limited partnership member of Engineered Products, however many layers of
members and partners there may be. The amended complaint contains no allegations
concerning any member of Engineered Products other than EFR, L.L.C., or these
members’ citizenship.
The Court will grant Plaintiff seven (7) days to file an amended complaint that
alleges facts showing the existence of the requisite diversity of citizenship of the parties.
If Plaintiff fails to timely and fully comply with this Order, the Court may dismiss the
matter without prejudice for lack of subject matter jurisdiction.
CONCLUSION
Accordingly,
IT IS HEREBY ORDERED that by February 3, 2015, Plaintiff shall file an
amended complaint that alleges facts establishing the citizenship of each party. If
Plaintiff fails to timely and fully comply with this Order, this matter may be dismissed
without prejudice for lack of subject matter jurisdiction.

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AUDREY G. FLEISSIG
UNITED STATES DISTRICT JUDGE
Dated this 27th day of January, 2015.

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