LEGACY COMMONS FRISCO LLC v. VIVA LIFE LLC (2025)

ORDER

The court ordered plaintiff Legacy Commons Frisco, LLC, to file an amended complaint addressing two deficiencies in its jurisdictional allegations. Dkt. 11. Legacy Commons filed an amended complaint that addressed only one of those deficiencies. Dkt. 12. The court will give Legacy Commons another opportunity to establish jurisdiction.

The amended complaint seeks to establish subject-matter jurisdiction under 28 U.S.C. § 1332 based on diversity of the parties' citizenships. Dkt. 12 at 1–2. Section 1332 requires “complete diversity.” MidCap Media Fin., L.L.C. v. Pathway Data, Inc., 929 F.3d 310, 313 (5th Cir. 2019). In other words, “all persons on one side of the controversy [must] be citizens of different states than all persons on the other side.” Id.

The amended complaint alleges generally that “[a]ll of Legacy Commons' members are citizens of the State of Texas,” Dkt. 12 at 2, without identifying the members that make up the LLC, specifying whether those members are natural persons or entities, or alleging jurisdictional facts to support the conclusion that each member is a Texas citizen. That is insufficient.

“Because federal courts have limited jurisdiction, parties must make ‘clear, distinct, and precise affirmative jurisdictional allegations' in their pleadings.” MidCap, 929 F.3d at 313 (quoting Getty Oil Corp. v. Ins. Co. of N. Am., 841 F.2d 1254, 1259 (5th Cir. 1988)). The requisite allegations differ based on the type of party.

The citizenship of a limited liability company, a limited partnership, or any other unincorporated association or entity is determined based on the citizenship of all of its members. Americold Realty Tr. v. Conagra Foods, Inc., 577 U.S. 378, 381 (2016); Carden v. Arkoma Assocs., 494 U.S. 185, 195 (1990); Harvey v. Grey Wolf Drilling, Co., 542 F.3d 1077, 1080 (5th Cir. 2008); see Settlement Funding, L.L.C. v. Rapid Settlements, Ltd., 851 F.3d 530, 536 (5th Cir. 2017). Each member's citizenship must be alleged “distinctly and affirmatively”; an allegation that a member is not a citizen of a certain State will not suffice. Getty Oil, 841 F.2d at 1259. And the required jurisdictional facts will differ depending on whether the member is a natural person or an entity. See Alphonse v. Arch Bay Holdings, L.L.C., 618 F. App'x 765, 768 (5th Cir. 2015) (per curiam) (explaining that, when an unincorporated entity is comprised of additional entities, the “appropriate tests for citizenship involve tracing entities' citizenships down the various organizational layers where necessary”) (cleaned up); see also Thomason v. Outback Steakhouse of Fla., L.L.C., No. 1:17-CV-01541, 2019 WL 3526839, at *1 n.1 (W.D. La. May 14, 2019) (stating that, where a defendant LLC's sole member was itself an LLC, and the member LLC's sole member was a Delaware corporation with its principal place of business in Florida, the defendant LLC's citizenship was both Delaware and Florida).

A corporation is “a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business.” 28 U.S.C. § 1332(c)(1). For that reason, “allegations regarding the citizenship of a corporation must set out the principal place of business of the corporation as well as the state [or states] of its incorporation.” Neeley v. Bankers Tr. Co. of Tex., 757 F.2d 621, 634 n.18 (5th Cir. 1985); see Coal City Cob Co., Inc. v. Palm Enters., Inc., No. 3:18-CV-0123-N, 2018 WL 3475594, at *3 (N.D. Tex. July 18, 2018) (discussing the 2011 amendment to 28 U.S.C. § 1332(c)(1) and the demise of the forum doctrine).

A natural person is domiciled, and therefore a citizen, where he or she has his or her true, fixed, and permanent home. Stine v. Moore, 213 F.2d 446, 448 (5th Cir. 1954). “[A]n allegation of residency alone ‘does not satisfy the requirement of an allegation of citizenship.’ ” MidCap, 929 F.3d at 313 (quoting Strain v. Harrelson Rubber Co., 742 F.2d 888, 889 (5th Cir. 1984) (per curiam)); see Texas v. Florida, 306 U.S. 398, 424 (1939) (explaining that citizenship of a natural person requires not only “[r]esidence in fact” but also “the purpose to make the place of residence one's home”).

Under those authorities—which, once again, demand “clear, distinct, and precise affirmative jurisdictional allegations,” Getty Oil, 841 F.2d at 1259—the amended complaint's jurisdictional allegations regarding the citizenship of the members of Legacy Commons, Dkt. 12 at 1–2, are deficient.

It is ORDERED that Legacy Commons Frisco, LLC, must, within 21 days of the docketing of this order, file an amended complaint that properly alleges the citizenships of its members without altering the complaint in any other respect. Failure to invoke this court's subject-matter jurisdiction will result in dismissal. See Fed. R. Civ. P. 12(h)(3).

So ORDERED and SIGNED this 10th day of February, 2025.

Bill Davis United States Magistrate Judge