United States District Court, M.D. Florida, Jacksonville Division
MORALS HOWARD United Slates District Judge
CAUSE is before the Court sua sponte. On March 2,
2017, Plaintiff Cheryl Lear initiated this action by filing a
Complaint (Doc. 1) against Defendants AstraZeneca
Pharmaceuticals LP, Wyeth Pharmaceuticals, Inc., and Pfizer,
Inc. In the Complaint, Lear asserted that this Court has
jurisdiction over the instant action pursuant to 28 U.S.C.
§ 1332 “because the amount in controversy as to
the Plaintiff exceeds $75, 000, exclusive of interest and
costs, and because Defendants are incorporated and have their
principal place of business in states other than the state in
which the named Plaintiff resides.” See id.
¶ 1. However, upon review of the Complaint, the Court
found that Lear failed to allege sufficient information for
the Court to determine the citizenship of certain defendants.
See Order (Doc. 2) at 2-5. Moreover, Lear appeared
to refer to defendants in the body of the Complaint that were
not listed in the caption, such that it was unclear which
specific entities Lear intended to include as defendants in
this case. Id. at 2, 4. Accordingly, the Court
entered an Order (Doc. 2) identifying these defects and
directing Plaintiff to file an amended complaint specifically
identifying the defendants and properly alleging their
citizenship. See id. at 5. In accordance with the
Court's Order, Plaintiff filed an Amended Complaint (Doc.
4) on March 23, 2017.
Amended Complaint, Plaintiff clarifies the entities that are
Defendants in this action, and adds seven additional
Defendants. See Amended Complaint at 1, 5-12. In
addition, she correctly identifies her own citizenship, as
well as the citizenship of nine of the ten Defendants named.
However, Plaintiff fails to correctly allege the citizenship
of Defendant Takeda Pharmaceuticals LLC. See Amended
Complaint ¶ 49. Plaintiff alleges that “Takeda
Pharmaceuticals, LLC is a Delaware limited liability company
owned by Takeda Pharmaceuticals America, Inc., Takeda
Pharmaceuticals USA, Inc. and Abbot Endocrine Inc.”
Id. Plaintiff goes on to allege the state of
incorporation and principal place of business of the three
“owners” of Takeda Pharamceuticals LLC.
Id. The problem with these allegations, however, is
that, as previously explained, the citizenship of a limited
liability company is determined by the citizenship of its
members. See Order at 2-3 (citing
Underwriters at Lloyd's, London v.
Osting-Schwinn, 613 F.3d 1079, 1089 (11th Cir. 2010);
Rolling Greens MHP, L.P. v. Comcast SCH Holdings
L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004) (per
curiam); Xaros v. U.S. Fidelity & Guaranty Co.,
820 F.2d 1176, 1181 (11th Cir. 1987)). The Court acknowledges
that the terms “owner” and “member”
are often used synonymously with respect to limited liability
companies. See, e.g., Johnson v.
Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th
Cir. 2006) (“We therefore join our sister circuits and
hold that, like a partnership, an LLC is a citizen of every
state of which its owners/members are citizens.”).
Nonetheless, these terms are not always interchangeable.
Plaintiff alleged that Takeda Pharmaceuticals LLC is a
Delaware limited liability company. See Amended
Complaint ¶ 9. Under Delaware law, “one can have
an ownership interest in a limited liability company without
being a member.” See Taylor v. Nationstar Mortg.,
LLC, No. 1:15-CV-4403-AT-LTW, 2016 WL 6662734, at *2
(N.D.Ga. July 29, 2016) rejected, in part, but adopted in
pertinent part by 2016 WL 7131593, at *1 (N.D.Ga. Aug.
22, 2016); Del. Code Ann. tit. 6, § 18-704 (explaining
the circumstances in which the assignee of a limited
liability company interest can become a member); Del. Code
Ann. tit. 6, § 18-702(b)(1) (“(b) Unless otherwise
provided in a limited liability company agreement: (1) An
assignment of a limited liability company interest does not
entitle the assignee to become or to exercise any rights or
powers of a member.”); Del. Code. Ann. tit. 6, §
18-101(8) (“‘Limited liability company
interest' means a member's share of the profits and
losses of a limited liability company and a member's
right to receive distributions of the limited liability
company's assets.”); see also Busch v. Lee
Enters., Inc., 2009 WL 5126799, at *1 (S.D. Ill.Dec. 21,
2009) (finding citizenship allegations pertaining to a
Delaware limited liability company were insufficient where
plaintiffs alleged that defendant LLC was “entirely
owned” by a corporation, and the citizenship of that
corporation, but failed to allege whether the corporation was
the sole member of the LLC); Ferrara v. Munro, No.
3:16-CV-950(CSH), 2016 WL 6892073, at *3 (D. Conn. Nov. 22,
2016) (“Plaintiffs have alleged that [individual] is
the ‘owner, operator, and alter ego' of [defendant
LLC]. If that means that [individual] is the sole
member of that limited liability company, Plaintiffs
must specify that fact.”).
light of the foregoing and “in the hope of preventing
the needless expenditure of litigant and judicial resources
that occurs when a case proceeds to trial in the absence of
subject matter jurisdiction[, ]” see Zambelli
Fireworks Mfg. Co., Inc. v. Wood, 592 F.3d 412, 319 (3d
Cir. 2010), the Court will afford Plaintiff another
opportunity to provide the Court with sufficient information
to establish Defendant Takeda Pharmaceuticals LLC's
citizenship and this Court's diversity jurisdiction over
the instant action.
Cheryl Lear shall have up to and including April 10, 2017, to
provide the Court with sufficient information so that it can
determine whether it has subject matter jurisdiction over
 Indeed, carefully ascertaining the
citizenship of the parties and whether the Court has subject
matter jurisdiction over this action is more than just an
academic exercise, as is evident from two recent Eleventh
Circuit cases. See Thermoset Corp. v. Bldg. Materials
Corp of Am., F.3d, 2017 WL 816224, at *1-2 (11th Cir.
Mar. 2, 2017) (vacating summary judgment order after ree yea
s of litigation where court determined on appeal that the
pleadings below had not sufficiently alleged the citizenship
of a defendant limited liability company, and upon further
inquiry, found that the defendant limited liability company
had a non-diverse member); see also Purchasing Power, LLC
v. Bluestem Brands, Inc., F.3d, 2017 WL 1046103, at *2,
*7 (11th Cir. Mar. 20, 2017) (discussing whether sanctions
were war a nted in case where summary judgment was reversed
on appeal after the appellate court discovered that the
pleadings did not sufficiently allege the citizenship of the
plaintiff LLC, leading to the realization that there was no
diversity jurisdiction) (“While the requirements of
diversity jurisdiction in this scenario are complicated, they
are the law. No party in this case acted with bad intentions,
but the result was a colossal waste of time and effort. We
trust that the damage done to the parties' credibility,
finances, and time is enough of a sanction to curb their
conduct and to ...