J&B REALTY ASSOCIATES, LLC v. HH&P MANUFACTURING, LLC

Filing 3

OPINION filed. Signed by Judge Mary L. Cooper on 5/23/2011. (eaj)

NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
J&B REALTY ASSOCIATES, LLC,
Plaintiff,
v.
HH&P MANUFACTURING, LLC,
Defendant.

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CIVIL ACTION NO. 11-2885 (MLC)
O P I N I O N

THE PLAINTIFF, J&B Realty Associates, LLC (“JBR”), brought
this action on May 20, 2011, to recover damages for breach of a
lease against the defendant, HH&P Manufacturing, LLC (“HHP”), and
asserts jurisdiction under 28 U.S.C. § (“Section”) 1332.
entry no. 1, Compl.)1
without prejudice.

(Dkt.

The Court will dismiss the Complaint

See Fed.R.Civ.P. 12(h)(3) (instructing court

to dismiss complaint if jurisdiction is lacking).
JBR has failed to properly allege its own citizenship and
HHP’s citizenship.

JBR merely alleges that it “is a limited

liability company of the State of New Jersey, with its principal
place of business located [in] New Jersey”, and that HHP is a
“Wisconsin limited liability compan[y] with an address [in] New
Wisconsin”.

(Compl. at 1.)

Limited liability companies are (1)

unincorporated associations, and (2) deemed to be citizens of
each state in which their members are citizens, not the states in
which they were formed or have their principal places of business.
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The actual name of the defendant is not clear.

Zambelli Fireworks Mfg. Co. v. Wood, 592 F.3d 412, 418-20 (3d
Cir. 2010).

The citizenship of each membership layer must be

traced and analyzed to determine a limited liability company’s
citizenship.

Id. at 420.

The name and citizenship of each

member must be specifically alleged.

See S. Freedman & Co. v.

Raab, 180 Fed.Appx. 316, 320 (3d Cir. 2006) (stating citizenship
is to be alleged “affirmatively and distinctly”); Vail v. Doe, 39
F.Supp.2d 477, 477 (D.N.J. 1999) (stating citizenship allegation
that is based upon information and belief “does not convince the
Court that there is diversity among the parties”).
JBR has failed to show that it is deemed to be a citizen of
a different state in relation to HHP.

See 28 U.S.C. § 1332(a)(1);

Lincoln Prop. Co. v. Roche, 546 U.S. 81, 89 (2005) (requiring
complete diversity between each plaintiff and each defendant).
Thus, the Court will dismiss the Complaint, but will do so
without prejudice to JBR to either – within thirty days – (1)
recommence the action in state court, as the limitations period
for the cause of action is tolled by the filing of a federal
complaint, see Jaworowski v. Ciasulli, 490 F.3d 331, 333-36 (3d
Cir. 2007); Galligan v. Westfield Ctr. Serv., 82 N.J. 188, 191-95
(1980), or (2) move in accordance with the Federal Rules of Civil
Procedure and the Local Civil Rules to reopen the action in
federal court, with documentation properly demonstrating its own
citizenship and HHP’s citizenship.

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If JBR opts to move to

reopen, then it does so at its own peril, as the Court will not
further extend the thirty-day period to proceed in state court.
JBR is advised – if it opts to move to reopen – that
jurisdiction is measured “against the state of facts that existed
at the time of filing”.

Grupo Dataflux v. Atlas Global Grp.,

L.P., 541 U.S. 567, 571 (2004).

Thus, JBR must properly (1) list

and analyze the citizenship of each member within JBR as it
existed on May 20, 2011, including non-managing and nonindividual members, and provide supporting documentation and
affidavits from those with knowledge of JBR’s structure, (2) list
and analyze the citizenship of each member within HHP as it
existed on May 20, 2011, including non-managing and nonindividual members, and provide supporting documentation and
affidavits from those with knowledge of HHP’s structure, and (3)
show that there is jurisdiction under Section 1332.

The Court

advises JBR that it must specifically assert citizenship as it
existed on May 20, 2011.
THE COURT cautions JBR — if it opts to move to reopen —
against restating the allegations from the Complaint.

The Court

advises JBR that an allegation as to where any party or member
resides, is licensed, or has a place of business — as opposed to
is a citizen or is domiciled — will not properly invoke the
Court’s jurisdiction.

See McCracken v. ConocoPhillips Co., 335

Fed.Appx. 161, 162-63 (3d Cir. 2009); Cruz v. Pennsylvania, 277

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Fed.Appx. 160, 162 (3d Cir. 2008).

The Court advises JBR that an

allegation based upon information and belief, an assertion that
is not specific (e.g., citizen of “a state other than Wisconsin”),
or a request for time to discern jurisdiction will result in
denial of a motion to reopen, as JBR should have ascertained
jurisdiction before choosing to bring an action in federal court.
See Freedman, 180 Fed.Appx. at 320.

As JBR is represented by

counsel, the Court “should not need to underscore the importance
of adequately pleading and proving diversity”.

CGB Occ. Therapy

v. RHA Health Servs., 357 F.3d 375, 382 n.6 (3d Cir. 2004).
THE COURT further advises JBR — if it opts to move to reopen
— to refrain from asserting confidentiality for any membership
layer.

See Belleville Catering Co. v. Champaign Mkt. Place, 350

F.3d 691, 693 (7th Cir. 2003) (stating such details cannot be
kept confidential from the judiciary); Emerald Investors Trust v.
Gaunt Parsippany Partners, 492 F.3d 192, 207 n.22 (3d Cir. 2007)
(rejecting, in jurisdictional analysis, partnership’s “attempts
to keep the identity of its limited partners confidential insofar
as possible”, as “the district court must know who they are and
where they are citizens and its need for that information will
trump [that partnership’s] policies”).
THE COURT will issue an appropriate order and judgment.
s/ Mary L. Cooper
MARY L. COOPER
United States District Judge
Dated:

May 23, 2011
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