147-149 McCarren, LLC v. Holding De Gestion Turistica MIJ Spain S.L., 1:21-cv-00950

Plaintiff filed a breach-of-contract action in federal court invoking diversity jurisdiction under 28 U.S.C. § 1332(a)(2).
Plaintiff is an LLC claiming a principal place of business in New York and alleged ownership through a chain of Delaware LLCs and ultimately fourteen individual U.S. citizens.
Defendant was alleged to be a Spanish "sociedad limitada" with a principal place of business in Barcelona; plaintiff later clarified the defendant is an incorporated foreign business entity.
The district court repeatedly ordered plaintiff to plead the identity and citizenship (not merely residence) of every LLC member in the ownership chain.
Plaintiff’s amended pleadings failed to (1) identify each member by name and (2) allege members’ domiciles rather than only residences, leaving open the possibility some members are aliens domiciled abroad.
After multiple opportunities, the court concluded plaintiff did not meet its burden to establish complete diversity and dismissed the complaint for lack of subject matter jurisdiction.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Adequacy of LLC citizenship allegations	Alleged ownership chain and that ultimate individual members are U.S. citizens	Alleged member identities and citizenship not sufficiently pleaded	Plaintiffs must identify each member up the ownership chain; allegations here were inadequate; dismissal required
Characterization of defendant entity	Defendant is a sociedad limitada akin to a corporation for diversity purposes	(Implicit) entity type does not cure plaintiff's deficient allegations	Court accepted clarification of defendant's foreign incorporated status but that did not establish diversity
Residence vs. domicile for citizenship	Members reside in New York or California and are U.S. citizens	Residence allegations alone do not establish domicile/citizenship for diversity	Residence insufficient; plaintiff must plead domicile to prove state citizenship
Further amendment	Plaintiff amended multiple times and sought to correct defects	Court warned and provided opportunities but noted persistent deficiencies	No further amendment granted; case dismissed for lack of subject matter jurisdiction

Joseph v. Leavitt, 465 F.3d 87 (2d Cir. 2006) (court has independent obligation to consider subject-matter jurisdiction sua sponte)
Tagger v. Strauss Grp. Ltd., 951 F.3d 124 (2d Cir. 2020) (party invoking diversity bears burden of proving jurisdiction)
Raymond Loubier Irrevocable Tr. v. Loubier, 858 F.3d 719 (2d Cir. 2017) (complete diversity requires all plaintiffs be citizens of states diverse from all defendants)
Bayerische Landesbank, N.Y. Branch v. Aladdin Cap. Mgmt. LLC, 692 F.3d 42 (2d Cir. 2012) (corporations are citizens of state of incorporation and principal place of business; LLCs take citizenship of each member)
Thomas v. Guardsmark, LLC, 487 F.3d 531 (7th Cir. 2007) (an LLC’s jurisdictional statement must identify the citizenship of each member, and, if those members have members, the citizenship of those members as well)
U.S. Liab. Ins. Co. v. M Remodeling Corp., 444 F. Supp. 3d 408 (E.D.N.Y. 2020) (plaintiff must allege identity and citizenship of every individual and corporation with a direct or indirect interest in the LLC)
Finnegan v. Long Island Power Auth., 409 F. Supp. 3d 91 (E.D.N.Y. 2019) (domicile—not mere residence—determines a natural person’s state citizenship for diversity)
Brown v. Keene, 33 U.S. 112 (1834) (averment of jurisdiction must state expressly the fact on which jurisdiction depends)