Torres v. SN Servicing Corporation et al

Filing 17

MINUTE ORDER directing NP162 LLC to file an amended corporate disclosure statement, signed by counsel of record, within twenty-eight (28) days of the date of this Minute Order. Authorized by Judge Thomas S. Zilly. (SWT)

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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HUGO MACIAS TORRES aka
HUGO MACIAS,
Plaintiff,

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C18-380 TSZ
v.
MINUTE ORDER
SN SERVICING CORPORATION,
and NP162, LLC,

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Defendants.

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The following Minute Order is made by direction of the Court, the Honorable
Thomas S. Zilly, United States District Judge:
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(1)
Plaintiff brought this action under state law, namely RCW 7.28.300, to
quiet title, alleging diversity jurisdiction. See Compl. (docket no. 1). The Complaint,
however, fails to allege sufficient jurisdictional facts to establish complete diversity. The
Court has twice directed defendant NP162, LLC to provide information from which its
citizenship can be determined. See Minute Orders (docket nos. 13 & 15). The Court is
still not satisfied with NP162, LLC’s disclosures. NP162, LLC has indicated that it has
three members, each of which is a limited liability company (“LLC”). Corp. Discl. Stmt.
(docket no. 14). NP162, LLC has also provided an uncaptioned, unsigned document
disclosing that (i) one of its members, Prospect Mountain Capital, LLC (“Prospect”), has
as its sole member a trust, namely the BNS Family Irrevocable Grantor Trust; (ii) another
of its members, Shelving Rock Capital, LLC (“Shelving Rock”), has as its sole member
an individual residing in Florida; and (iii) yet another member, SRP 2016-E, LLC, is
comprised of two LLCs, namely Prospect and Shelving Rock, five individuals who reside
in either Connecticut or New York, and two Individual Retirement Accounts (“IRAs”).
Schedule of States of Formation and Residency (docket no. 16). Within twenty-eight
(28) days of the date of this Minute Order, NP162, LLC shall file an amended corporate

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MINUTE ORDER - 1

1 disclosure statement, signed by counsel of record, that identifies (i) all members of
NP162, LLC, (ii) all owners, members, or beneficiaries of any member (or any member
2 of a member, or any member of a member of a member, and so forth) of NP162, LLC
that is itself an LLC, a trust, a partnership, an association, or some other non-corporate
3 entity, and (iii) the citizenship of each disclosed owner, member, and beneficiary. See
Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006) (holding
4 that LLCs, like partnerships, are citizens of every state in which their owners or members
are citizens); see also GBForefront, L.P. v. Forefront Mgmt. Group, LLC, 888 F.3d 29,
5 37-41 (3d Cir. 2018) (distinguishing between a traditional trust, the citizenship of which
is based on the citizenship of each trustee, and a business trust, the citizenship of which
6 is based on the citizenship of each constituent owner, member, or beneficiary (citing
Americold Realty Trust v. Conagra Foods, Inc., 136 S. Ct. 1012 (2016))). In addition, in
7 its amended corporate disclosure statement, NP162, LLC shall (i) describe the structure
of the IRAs listed as members of SRP 2016-E, LLC, and (ii) identify the law under which
8 the IRAs are authorized to act and/or capable of acting as members of an LLC. Absent a
timely and satisfactory response to this Minute Order, the Court will consider imposing
9 appropriate sanctions.
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(2)
record.

The Clerk is directed to send a copy of this Minute Order to all counsel of

Dated this 7th day of August, 2018.

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William M. McCool
Clerk

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s/Karen Dews
Deputy Clerk

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MINUTE ORDER - 2