Euclid Turnaround Opportunity Fund LP v. Amerant Equipment Finance, 1:25-cv-20647

Euclid Turnaround Opportunity Fund LP sued Amerant Equipment Finance and related defendants in the Southern District of Florida; discovery hearings occurred on April 29, 2025, and Judge Elfenbein issued a Report and Recommendation on June 10, 2025.
Judge Elfenbein recommended that the court had subject-matter jurisdiction and granted Euclid’s motions to compel jurisdictional and merits discovery, while denying the defendants’ motions for reconsideration.
The Objecting Parties—SB Ecliptica LLC, Truewind Management LLC, America1 Industries, LLC, America1 Holdings, LLC, and Sergei Bratushev—objected to the R&R, challenging the jurisdictional analysis and discovery rulings.
The central jurisdictional question focused on Saray Value Fund SPC, a Cayman Islands exempted segregated portfolio company, and whether Saray should be treated as a corporation for diversity purposes under a specific attributes test.
Judge Elfenbein applied the specific attributes test (per Seventh and Eighth Circuits) to determine Saray’s corporate status and concluded Saray is a corporation, making Euclid a citizen of Cayman Islands, UAE, and Texas, with defendants as Florida, California, and Alabama citizens, thus establishing complete diversity.
The court also held that jurisdictional discovery remains potentially relevant for assessing indispensability under Rule 19 and that merits discovery could proceed pre-suit under Rule 26(d)(1) with court authorization.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Saray is a citizen for diversity purposes	Saray should be treated as a corporation, giving Euclid diversity.	Saray resembles an SPC whose unique portfolio structure warrants unincorporated treatment.	Saray treated as a corporation; diversity exists.
Whether jurisdictional discovery is moot after the R&R	Discovery may be needed to assess potential removals/indispensability.	If jurisdiction is confirmed, discovery is unnecessary.	Jurisdictional discovery remains available; not moot.
Whether merits discovery can be sought pre-suit against non-parties or newly added parties	Merits discovery is appropriate to gather relevant evidence for claims.	Merits discovery should wait for Rule 26 conference and party status.	Merits discovery granted under court order; pre-suit discovery permissible with authority.
Whether the R&R properly analyzed the scope and relevance of the requested discovery	Discovery is relevant to conspiracy, conversion, and tortious interference claims tied to the Second and Third Amendments.	Requests are irrelevant or sought in bad faith and broaden beyond the operative claims.	R&R correctly found relevance; discovery order not clearly erroneous or contrary to law.

Starstone Ins. S.E. v. City of Chicago, 133 F.4th 764 (7th Cir. 2025) (specific attributes test framework for corporate-like entities)
Jet Midwest Int’l Co., Ltd. v. Jet Midwest Grp., LLC, 932 F.3d 1105 (8th Cir. 2019) (portfolio-like entities evaluated for corporate attributes)
BouMatic, LLC v. Identto Operations, BV, 759 F.3d 791 (7th Cir. 2014) (limited liability and transferability as corporate attributes)
Lear Corp. v. Johnson Elec. Holdings Ltd., 353 F.3d 580 (7th Cir. 2003) (corporate-like features for jurisdictional purposes)