United States District Court, M.D. Florida, Jacksonville Division
MORALES HOWARD UNITED STATES DISTRICT JUDGE.
CAUSE is before the Court sua sponte. Federal courts are
courts of limited jurisdiction and therefore have an
obligation to inquire into their subject matter jurisdiction.
See Kirkland v. Midland Mortgage Co., 243 F.3d 1277,
1279-1280 (11th Cir. 2001); see also Burns v. Windsor Ins.
Co., 31 F.3d 1092, 1095 (11th Cir. 1994). This obligation
exists regardless of whether the parties have challenged the
existence of subject matter jurisdiction. See Univ. of S.
Ala. v. Am. Tobacco Co., 168 F.3d 405, 410 (11th Cir. 1999)
(“[I]t is well settled that a federal court is
obligated to inquire into subject matter jurisdiction sua
sponte whenever it may be lacking”).
Morgan Stanley appears before this Court seeking temporary,
preliminary, and permanent injunctive relief against
Defendant Daniel J. Abel (Abel) for breach of contract,
misappropriation of trade secrets, and tortious interference.
See Plaintiffs Complaint for Injunctive and Other
Relief (Complaint, Doc. 1), filed January 22, 2018;
Plaintiffs Emergency Motion for Temporary Restraining Order
and Preliminary Injunction and Incorporated Memorandum of Law
in Support Thereof (Emergency Motion, Doc. 2), filed January
Stanley asserts that the Court has jurisdiction over this
matter because “Morgan Stanley seeks equitable relief
and damages in excess of $75, 000, exclusive of interest and
costs.” Complaint at ¶ 4. Further supporting this
assertion, Morgan Stanley also indicates that it “is
based in New York City, New York . . . and does business in
Florida.” Id. at ¶ 2. Likewise, Morgan
Stanley claims that Able “is a resident of St.
John's County, Florida.” Id. at ¶ 3.
From these assertions, the Court presumes that Morgan Stanley
is claiming that this Court has jurisdiction over this matter
pursuant to federal diversity jurisdiction. See 28
U.S.C. § 1332.
problem with Morgan Stanley's assertions, however, is
that the Plaintiff has not clarified whether it is a limited
liability company (LLC), or a corporation. Because the
requirements for demonstrating citizenship for a corporation
and limited liability company are different for the purposes
of diversity jurisdiction, the Court cannot determine Morgan
Stanley's citizenship from the assertions in the
purposes of establishing diversity jurisdiction, “a
limited liability company is a citizen of any state of which
a member of the company is a citizen.” Rolling
Greens MHP, L.P. v. Comcast SCH Holdings L.L.C., 374
F.3d 1020, 1022 (11th Cir. 2004) (per curiam). A corporation,
on the other hand, “‘shall be deemed to be a
citizen of any State by which it has been incorporated and of
the State where it has its principal place of
business.'” Hertz Corp. v. Friend, 559
U.S. 77, 80 (2010) (quoting 28 U.S.C. § 1332(c)(1))
(emphasis omitted). Thus, to sufficiently allege the
citizenship of an LLC, a party must list the citizenship of
each of the LLC's members, but to allege the citizenship
of a corporation, a party must identify the states of
incorporation and principal place of business. See Rolling
Greens, 374 F.3d at 1021-22; 28 U.S.C. § 1332(c)(1).
Here, Morgan Stanley does not clarify the business form under
which operates, nor sufficiently identifies its citizenship
under the rules for either LLCs or corporations. As such, the
Court is unable to determine Morgan Stanley's
citizenship, and therefore clarification is necessary to
establish this Court's diversity
Plaintiffs must specify whether Morgan Stanley is an LLC or a
corporation. If Morgan Stanley is a corporation, Plaintiffs
must identify its states of incorporation as well as its
principle place of business. See Hertz Corp., 559 U.S. at 80.
Conversely, if Morgan Stanley is an LLC, Plaintiffs must
establish the citizenship of each of Morgan Stanley's
members. See Rolling Greens MHP, LP., 374 F.3d at
1022. Therefore, the information presently
before the Court is insufficient to invoke the Court's
subject matter jurisdiction over this action.
light of the foregoing, the Court will give Plaintiffs an
opportunity to demonstrate that the Court has subject matter
jurisdiction over this case on or before January 29, 2018.
Accordingly, it is
Morgan Stanley, shall have up to and including January 29,
2018, to provide the Court with sufficient information so
that it can determine whether it has jurisdiction over this
 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., 849 F.3d 1313, 1315-1317 (11th Cir. 2017) (vacating
summary judgment order after three years 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., 851 F.3d 1218, 1221-1222, 1228 (11th Cir. 2017)
(discussing whether sanctions were warranted in a 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 serve as ...