United States District Court, M.D. Florida, Jacksonville Division
MORALES HOWARD UNITED SLATES 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 Mortg.
Co., 243 F.3d 1277, 1279-80 (11th Cir. 2001). 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) (“it is well settled that a
federal court is obligated to inquire into subject matter
jurisdiction sua sponte whenever it may be
lacking”). “In a given case, a federal district
court must have at least one of three types of subject matter
jurisdiction: (1) jurisdiction under a specific statutory
grant; (2) federal question jurisdiction pursuant to 28
U.S.C. § 1331; or (3) diversity jurisdiction pursuant to
28 U.S.C. § 1332(a).” Baltin v. Alaron
Trading, Corp., 128 F.3d 1466, 1469 (11th Cir. 1997).
February 26, 2018, Defendant Victoria's Secret Stores,
LLC filed a notice of removal notifying the Court of its
intent to remove this action to the United States District
Court for the Middle District of Florida, Jacksonville
Division, and purporting to set forth the facts establishing
that the Court has jurisdiction over this action.
See Notice of Removal (Doc. 1; Notice) at 1-2.
Specifically, Defendant asserts that the Court has
jurisdiction because there is complete diversity of
citizenship between the parties and the amount in controversy
exceeds $75, 000.00, in accordance with 28 U.S.C. §
1332, and therefore, the action is removable pursuant to 28
U.S.C. § 1441. See id. ¶ 10. In support of
this assertion, Defendant declares that “Plaintiff is a
resident of Clay County, Florida.”
Id. ¶ 5 (emphasis added). In addition,
Defendant alleges that it is “a Delaware limited
liability company with a principal place of business in
Ohio.” Id. ¶ 6. Defendant further asserts
that it “is a wholly-owned subsidiary of Retail Store
Operations, Inc., a Delaware corporation with its principal
place of business in Ohio.” Id. However, these
allegations do not adequately identify the citizenship of
Plaintiff or Defendant, and the Complaint (Doc. 2) does not
offer sufficient additional information to satisfy the
Court's jurisdictional inquiry.
court to have diversity jurisdiction pursuant to 28 U.S.C.
§ 1332(a), “all plaintiffs must be diverse from
all defendants.” Univ. of S. Ala., 168 F.3d at
412. To establish diversity over a natural person, a
complaint must include allegations of the person's
citizenship, not where he or she resides. See Taylor v.
Appleton, 30 F.3d 1365, 1367 (11th Cir. 1994). A natural
person's citizenship is determined by his or her
“domicile, ” or “the place of his true,
fixed, and permanent home and principal establishment . . .
to which he has the intention of returning whenever he is
absent therefrom.” McCormick v. Aderholt, 293
F.3d 1254, 1257-58 (11th Cir. 2002) (quotation and citation
omitted). Because the Notice discloses Plaintiff's
residence, rather than her domicile or state of citizenship,
the Court finds that Defendant has not alleged the facts
necessary to establish the Court's jurisdiction over this
case. “Citizenship, not residence, is the key
fact that must be alleged in the complaint to establish
diversity for a natural person.” Taylor, 30
F.3d at 1367 (emphasis supplied); see also Miss. Band of
Choctaw Indians v. Holyfield, 490 U.S. 30, 48 (1989)
(“‘[d]omicile' is not necessarily synonymous
Defendant's citizenship, the Eleventh Circuit Court of
Appeals has recognized that, for 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). Thus, to properly determine the citizenship of
a limited liability company, the Court must consider the
citizenship of each of its members. See id. Here,
Defendant Victoria's Secret Stores, LLC does not identify
its members and their respective states of citizenship,
rather Defendant alleges only the citizenship of its
owner. 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.
Defendant alleged that it is a Delaware limited liability
company. See Notice ¶ 6. 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 Defendant the opportunity
to provide the Court with sufficient information to establish
the citizenship of the parties and this Court's diversity
jurisdiction over the instant action.
Victoria's Secret Stores, LLC shall have up to and
including March 14, 2018, to provide the
Court with sufficient information so that it can determine
whether it has subject matter jurisdiction over this action.
 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, 1315-16 (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, at 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 ...