Management Nominees, Inc. v. Alderney Investments, LLC, 813 F.3d 1321

Alderney Investments, LLC (Wyoming LLC) was formed in 1999; its members (past and present) have been foreign entities.
Dispute arose over beneficial ownership among relatives of Rudolf Skowronska; Management Nominees, Inc. (MNI), a foreign corporation, claimed to be sole member of Alderney.
Alderney was administratively dissolved after Edyta (purported transferee) filed articles of dissolution; MNI sued in federal district court seeking declaratory relief and reinstatement.
District court granted summary judgment for MNI, declaring MNI the sole member and ordering relief; Alderney and Edyta appealed and raised subject-matter jurisdiction for the first time on appeal.
The principal legal question on appeal was whether Alderney should be treated as a corporation (citizenship = state of incorporation/principal place of business) or as an unincorporated association (citizenship = citizenship of all members) for diversity jurisdiction purposes.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a Wyoming LLC is treated as a corporation for diversity or as an unincorporated association whose citizenship is that of all members	MNI: Alderney should be treated like a corporation (measure citizenship by state of organization/principal place of business)	Alderney/Edyta: Alderney is an unincorporated association; citizenship derives from its members	Court: Alderney is an unincorporated association; citizenship determined by all members (per Siloam Springs/Carden)
Whether the district court had subject-matter jurisdiction under 28 U.S.C. § 1332(a)	MNI: Diversity exists (relied on corporate treatment of LLC)	Alderney/Edyta: No complete diversity because members are foreign entities and MNI is foreign	Court: No complete diversity (all parties are foreign); district court lacked subject-matter jurisdiction; judgment vacated and case remanded with instructions to dismiss

Siloam Springs Hotel, L.L.C. v. Century Surety Co., 781 F.3d 1233 (10th Cir. 2015) (LLC treated as unincorporated association for diversity; citizenship = members')
Carden v. Arkoma Assocs., 494 U.S. 185 (1990) (diversity jurisdiction depends on citizenship of all members of unincorporated associations)
Conagra Foods, Inc. v. Americold Logistics, LLC, 776 F.3d 1175 (10th Cir. 2015) (affirming member-based citizenship analysis for certain unincorporated entities)
Grupo Dataflux v. Atlas Global Grp., L.P., 541 U.S. 567 (2004) (absence of requisite diversity requires dismissal)
Gschwind v. Cessna Aircraft Co., 232 F.3d 1342 (10th Cir. 2000) (foreign parties on both sides defeat § 1332(a)(2) diversity)