UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA
January 19, 2012
MANNING & KASS, ELLROD, RAMIREZ, TRESTER, LLP
CDC SOFTWARE, INC., ET AL.
The opinion of the court was delivered by: Honorable Percy Anderson, United States District Judge
CIVIL MINUTES - GENERAL
Present: The Honorable PERCY ANDERSON, UNITED STATES DISTRICT JUDGE
Paul Songco Not Reported N/A
Deputy Clerk Court Reporter Tape No.
Attorneys Present for Plaintiffs: Attorneys Present for Defendants: None None
Proceedings: IN CHAMBERS - COURT ORDER
Before the Court is a Notice of Removal filed on January 17, 2012 by defendant Ross Systems, Inc. ("Removing Defendant"). Removing Defendant asserts that this Court has jurisdiction over the action brought against it and defendant CDC Software, Inc. ("CDC") by plaintiff Manning & Kass, Ellrod, Ramirez, Trester LLP ("Plaintiff") based on the Court's diversity jurisdiction. See 28 U.S.C. § Federal courts are courts of limited jurisdiction, having subject matter jurisdiction only over matters authorized by the Constitution and Congress. See, e.g., Kokkonen v. Guardian Life Ins. Co., 511 U.S. 375, 377, 114 S. Ct. 1673, 1675, 128 L. Ed. 2d 391 (1994). A suit filed in state court may be removed to federal court if the federal court would have had original jurisdiction over the suit. 28 U.S.C. § 1441(a). A removed action must be remanded to state court if the federal court lacks subject matter jurisdiction. 28 U.S.C. § 1447(c). "The burden of establishing federal jurisdiction is on the party seeking removal, and the removal statute is strictly construed against removal jurisdiction." Prize Frize, Inc. v. Matrix (U.S.) Inc., 167 F.3d 1261, 1265 (9th Cir. 1999). "Federal jurisdiction must be rejected if there is any doubt as to the right of removal in the first instance." Gaus v. Miles, Inc., 980 F.2d 564, 566 (9th Cir. 1992).
In attempting to invoke this Court's diversity jurisdiction, Removing Defendant must prove that there is complete diversity of citizenship between the parties and that the amount in controversy exceeds $75,000. 28 U.S.C. § 1332. The citizenship of an LLP is the citizenship of its members. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006) ("[L]ike a partnership, an LLC is a citizen of every state of which its owners/members are citizens."); Marseilles Hydro Power, LLC v. Marseilles Land & Water Co., 299 F.3d 643, 652 (7th Cir. 2002) ("the relevant citizenship [of an LLC] for diversity purposes is that of the members, not of the company"); Handelsman v. Bedford Village Assocs., Ltd. P'ship, 213 F.3d 48, 51-52 (2d Cir. 2000) ("a limited liability company has the citizenship of its membership"); Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998); TPS Utilicom Servs., Inc. v. AT & T Corp., 223 F. Supp. 2d 1089, 1101 (C.D. Cal. 2002) ("A limited liability company . . . is treated like a partnership for the purpose of establishing citizenship under diversity jurisdiction"). To establish citizenship for diversity purposes, a natural person must be a citizen of the United States and Manning & Kass, Ellrod, Ramirez, Trester, LLP v. CDC Software, Inc., et al. be domiciled in a particular state. Kantor v. Wellesley Galleries, Ltd., 704 F.2d 1088, 1090 (9th Cir. 1983). Persons are domiciled in the places they reside with the intent to remain or to which they intend to return. See Kanter v. Warner-Lambert Co., 265 F.3d 853, 857 (9th Cir. 2001). "A person residing in a given state is not necessarily domiciled there, and thus is not necessarily a citizen of that state." Id. For the purposes of diversity jurisdiction, a corporation is a citizen of any state where it is incorporated and of the state where it has its principal place of business. 28 U.S.C. § 1332(c); see also Indus. Tectonics, Inc. v. Aero Alloy, 912 F.2d 1090, 1092 (9th Cir. 1990).
For purposes of establishing the citizenship of Plaintiff, the Notice of Removal alleges "in food faith that Plaintiff is now, and was at the time this action commenced, a citizen of the State of California within the meaning of 28 U.S.C. § 1332(a), and Plaintiff's Complaint alleges that it resides in California." (Notice of Removal 3:6-8.) Removing Defendant has not alleged the citizenship of each of Plaintiff's members. "Absent unusual circumstances, a party seeking to invoke diversity jurisdiction should be able to allege affirmatively the actual citizenship of the relevant parties." Kanter, 265 F.3d at 857; Bradford v. Mitchell Bros. Truck Lines, 217 F. Supp. 525, 527 (N.D. Cal. 1963) ("A petition [for removal] alleging diversity of citizenship upon information and belief is insufficient."). Instead, Removing Defendant appears to be alleging Plaintiff's citizenship as if it were a corporation. As a result, Removing Defendant's allegations concerning Plaintiff's citizenship are insufficient to invoke this Court's diversity jurisdiction.
Removing Defendant also does not properly allege the citizenship of itself or CDC. Specifically, although the Notice of Removal and Complaint both allege that Removing Defendant and CDC are incorporated in Delaware, neither the Notice of Removal nor the Complaint allege the location of defendants' principal places of business. See 28 U.S.C. § 1332(c). Accordingly, Removing Defendant has not adequately alleged the citizenship of either itself or CDC.
For all of the foregoing reasons, Removing Defendant has failed to meet its burden to demonstrate the Court's diversity jurisdiction. Accordingly, the Court remands this action to Los Angeles Superior Court, Case No. BC474693. See 28 U.S.C. § 1447(c).
IT IS SO ORDERED.
© 1992-2012 VersusLaw Inc.