United States District Court, C.D. California
CIVIL MINUTES - GENERAL
Present: Honorable Fernando M. Olguin, United States District
(In Chambers) Order to Show Cause re Subject Matter
Jurisdiction and Venue
February 22, 2017, plaintiff Corrugated Synergies
International, LLC (“plaintiff”) filed a
complaint against GoldenCorr Sheets, LLC
(“defendant”) for breach of a Consultation and
Fee Agreement (“Agreement”) and intentional
interference with contract. (See Dkt. 1, Complaint
at ¶¶ 29-54).
courts are courts of limited jurisdiction. They possess only
that power authorized by Constitution and statute[.]”
Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S.
375, 377, 114 S.Ct. 1673, 1675 (1994). The courts are
presumed to lack jurisdiction unless the contrary appears
affirmatively from the record. DaimlerChrysler Corp. v.
Cuno, 547 U.S. 332, 342 n. 3, 126 S.Ct. 1854, 1861
(2006). Federal courts have a duty to examine jurisdiction
sua sponte before proceeding to the merits of a
case, see Ruhrgas AG v. Marathon Oil Co., 526 U.S.
574, 583, 119 S.Ct. 1563, 1569 (1999), “even in the
absence of a challenge from any party.” Arbaugh v.
Y&H Corp., 546 U.S. 500, 514, 126 S.Ct. 1235, 1244
(2006). Indeed, “[i]f the court determines at any time
that it lacks subject-matter jurisdiction, the court must
dismiss the action.” Fed.R.Civ.P. 12(h)(3); see
Snell v. Cleveland, Inc., 316 F.3d 822, 826 (9th Cir.
2002) (“Federal Rule of Civil Procedure 12(h)(3)
provides that a court may raise the question of subject
matter jurisdiction, sua sponte, at any time during
the pendency of the action, even on appeal.”) (footnote
party asserting jurisdiction has the burden of establishing
subject matter jurisdiction. See Kokkonen, 511 U.S.
at 377, 114 S.Ct. at 1675. Federal subject matter
jurisdiction may be established on the basis of diversity
jurisdiction under 28 U.S.C. § 1332. A district court
has diversity jurisdiction “where the matter in
controversy exceeds the sum or value of $75, 000, . . . and
is between citizens of different states[.]” 28 U.S.C.
§ 1332(a). Citizenship is determined as of the time the
lawsuit is filed. Lew v. Moss, 797 F.2d 747, 750
plaintiff alleges that it is a Washington limited liability
company with a principal place of business in Renton,
Washington. (See Dkt. 1, Complaint at ¶ 1).
Plaintiff alleges that defendant is a California limited
liability company, with a principal place of business in City
of Industry, California, whose members are Jellco Container,
Inc., Fleetwood-Fibre Packaging & Graphics, Pacific
Western Container, and Georgia-Pacific Corrugated LLC.
(See id. at ¶ 2). Because both plaintiff and
defendant are unincorporated associations, the Complaint must
allege the citizenship of each of plaintiff's and
defendant's partners, members, or owners to properly
assert subject-matter jurisdiction on the basis of diversity
pursuant to 28 U.S.C. § 1332. See Grupo Dataflux v.
Atlas Global Grp., L.P., 541 U.S. 567, 569, 124 S.Ct.
1920, 1923 (2004) (“[A] partnership . . . is a citizen
of each State or foreign country of which any of its partners
is a citizen.”); Carden v. Arkoma Assocs., 494
U.S. 185, 195, 110 S.Ct. 1015, 1021 (1990) (diversity
jurisdiction depends on the citizenship of all members of an
artificial entity); Johnson v. Columbia Props. Anchorage,
LP, 437 F.3d 894, 899 (9th Cir. 2006) (“[A]n
unincorporated association such as a partnership has the
citizenship of all of its members.”).
plaintiff has pled the existence of the Agreement, but has
not attached that agreement as an exhibit or pled whether the
Agreement contains a choice of forum provision.
(See, generally, Dkt. 1, Complaint).
“[F]orum selection clauses are prima facie
valid and should not be set aside unless the party
challenging enforcement of such a provision can show it is
‘unreasonable' under the circumstances.”
Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 325
(9th Cir. 1996) (quoting M/S Bremen v. Zapata Off-Shore
Co., 407 U.S. 1, 10, 92 S.Ct. 1907, 1913 (1972)).
on the foregoing, IT IS ORDERED THAT no later than March 13,
2017, plaintiff shall file a Response to this OSC, not to
exceed five (5) pages, addressing why this action should not
be dismissed for lack of subject matter jurisdiction or
transferred pursuant to the terms of the Agreement. Among
other things, plaintiff shall identify the citizenship and
residence of each of its and defendant's partners,
members, and owners. Plaintiff shall also attach the
Agreement as an exhibit to its Response. Failure to respond
to this order to show cause by the deadline set forth above
shall be deemed as consent to the dismissal of the action