Marsh USA Inc. v. Machua Millett et al

Filing 35

ORDER: Accordingly, it is hereby ORDERED that, on or before September 21, 2022, Plaintiff shall amend its Complaint to allege the citizenship of each constituent person or entity comprising the Defendant LLC as well as the citizenship of all individual parties. If, by that date, Plaintiff is unable to amend the Complaint to truthfully allege complete diversity of citizenship, then the Complaint will be dismissed for lack of subject-matter jurisdiction without further notice to either party. ( Amended Pleadings due by 9/21/2022.) (Signed by Judge Jesse M. Furman on 9/15/2022) (ate)

Case 1:22-cv-06656-JMF Document 35 Filed 09/15/22 Page 1 of 2

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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MARSH USA INC.,
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Plaintiff,
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-v:
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MICHAEL MACHUA MILLETT et al.,
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Defendants.
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:
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22-CV-6656 (JMF)
ORDER

JESSE M. FURMAN, United States District Judge:
Plaintiff Marsh USA Inc. brings this action against Defendants Michael Machua Millett
and Northeast Series of Lockton Companies, LLC (the “Defendant LLC”), invoking the Court’s
subject-matter jurisdiction on the ground of diversity of citizenship. See 28 U.S.C. § 1332.
Plaintiff alleges that it is a citizen of Delaware and New York. ECF No. 1 (“Complaint”) ¶ 19;
see 28 U.S.C. § 1332(c)(1) (“[A] corporation shall be deemed to be a citizen of every State . . .
by which it has been incorporated and of the State . . . where it has its principal place of
business . . . .”). 1 It also alleges that the Defendant LLC has its principal place of business in
Missouri. Complaint ¶ 21.
It is well established that a limited liability company (“LLC”) is deemed to be a citizen of
each state of which its members are citizens, not where its principal place of business is located.
See, e.g., Handelsman v. Bedford Vill. Assocs. L.P., 213 F.3d 48, 51-52 (2d Cir. 2000); see also
Altissima Ltd. v. One Niagara LLC, No. 08-CV-756S(M), 2010 WL 3504798, at *2 (W.D.N.Y.

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Plaintiff mistakenly writes in its complaint that it is a “limited liability company,”
Complaint ¶ 19. Aside from the fact that Plaintiff’s name indicates that it is incorporated,
Plaintiff’s Rule 7.1 Corporate Disclosure Statement, ECF No. 5, confirms that Plaintiff is a
corporation, not a limited liability company.

Case 1:22-cv-06656-JMF Document 35 Filed 09/15/22 Page 2 of 2

Sept. 2, 2010) (noting that every other Court of Appeals to have considered LLC citizenship has
held that an LLC has the citizenship of all of its members). Thus, a complaint premised upon
diversity of citizenship must allege the citizenship of natural persons who are members of an
LLC and the place of incorporation and principal place of business of any corporate entities that
are members of the LLC (including the citizenship of any members of the LLC that are
themselves LLCs). See Handelsman, 213 F.3d at 51-52; see also, e.g., In re Bank of Am. Corp.
Sec., Derivatives, and ERISA Litig., 757 F. Supp. 2d 260, 334 n.17 (S.D.N.Y. 2010). In the
present case, the Complaint fails to do so. In addition, the Complaint alleges only the residential
address of Michael Machua Millett rather than his state of citizenship, as required for purposes of
diversity jurisdiction. Complaint ¶ 20; see, e.g., Leveraged Leasing Admin. Corp. v. PacifiCorp
Capital, Inc., 87 F.3d 44, 47 (2d Cir. 1996) (holding that a complaint that fails to plead
citizenship of relevant parties does not properly assert diversity jurisdiction).
Accordingly, it is hereby ORDERED that, on or before September 21, 2022, Plaintiff
shall amend its Complaint to allege the citizenship of each constituent person or entity
comprising the Defendant LLC as well as the citizenship of all individual parties. If, by that
date, Plaintiff is unable to amend the Complaint to truthfully allege complete diversity of
citizenship, then the Complaint will be dismissed for lack of subject-matter jurisdiction without
further notice to either party.
SO ORDERED.
Dated: September 15, 2022
New York, New York

__________________________________
JESSE M. FURMAN
United States District Judge

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