United States District Court, D. Kansas
MEMORANDUM AND ORDER
D. Crabtree United States District Judge.
matter comes before the court on defendants Talos Holdings,
LLC, (“Talos”) and Jacques Bazinet's Motion
to Dismiss. Doc. 14. Plaintiff has filed a Memorandum in
Opposition. Doc. 17. For reasons explained below, the court
grants plaintiff's request to amend its Complaint,
see Doc. 17 at 3, and denies defendants' Motion
to Dismiss as moot.
filed a Complaint alleging various state law claims, invoking
28 U.S.C. § 1332 as the basis for the court's
exercise of subject matter jurisdiction over its claims.
Plaintiff alleges that the suit “involves citizens of
different states” and an amount in controversy
exceeding $75, 000. Id. at 2. Plaintiff identifies
itself as a limited liability company “organized and
existing under Delaware law” with a registered agent
also located in Delaware. Id. Plaintiff also
identifies defendant Talos as an Arizona limited liability
company with a registered agent in Arizona and defendant
Bazinet as a citizen of Utah.
have filed a Motion to Dismiss. Doc. 14. Their motion makes a
facial attack on the jurisdictional allegations made in the
Complaint. Specifically, defendants assert that plaintiff, a
limited liability company, was required to allege the
citizenship of its own members and the citizenship of members
of defendant Talos, also a limited liability company. Doc. 15
at 3-4 (citing Carden v. Arkoma Assocs., 494 U.S.
185 (1990)). But, defendants argue, plaintiff has failed to
bear its burden of alleging the citizenship of the two
LLCs' members and thus hasn't pleaded complete
need not affirmatively allege the citizenship of each member
of a defendant LLC if it is unable to do so after a
reasonable investigation. If the plaintiff is able to allege
in good faith that the LLC's members are not citizens of
its state of citizenship, its complaint will survive a facial
Doc. 17 at 2-3 (quoting Lincoln Ben. Life Co. v. AEI
Life, LLC, 800 F.3d 99, 110 (3d Cir. 2015)). Plaintiff
contends that its Complaint satisfies this standard.
Alternatively, plaintiff seeks leave to amend any pleading
deficiencies that the court identifies.
Rule of Civil Procedure 12(b)(1) “allows a court to
dismiss a complaint for lack of subject matter
jurisdiction.” Pueblo of Jemez v. United
States, 790 F.3d. 1143, 1151 (10th Cir. 2015) (citing
Becker v. Ute Indian Tribe of the Unitah & Ouray
Reservation, 770 F.3d 944, 946 (10th Cir. 2014)).
“‘Federal courts are courts of limited
jurisdiction,' possessing ‘only that power
authorized by Constitution and statute.'”
Id. (quoting Gunn v. Minton, 568 U.S. 251,
256 (2013)) (further citation omitted). As such,
“[f]ederal subject matter jurisdiction is elemental . .
. and its presence must be established in every cause under
review in the federal courts.” Id. (quoting
Firstenberg v. City of Santa Fe, 696 F.3d 1018, 1022
(10th Cir. 2012)).
facial attack to subject matter jurisdiction “questions
the sufficiency of the complaint.” Holt v. United
States, 46 F.3d 1000, 1002 (10th Cir. 1995) (citation
omitted). A factual attack “challenge[s] the facts upon
which subject matter jurisdiction depends.”
Id. at 1003. Here, defendants present a facial
attack because, they assert, they question the sufficiency of
the Complaint's jurisdictional allegations. When called
to resolve a facial attack, a federal court “must
accept the allegations in the complaint as true.”
Id. But, when challenged, “the burden is on
the party claiming jurisdiction” to establish that it
exists. Celli v. Shoell, 40 F.3d 324, 327 (10th Cir.
this burden goes unsatisfied, the court must refrain from
exercising subject matter jurisdiction. Pueblo of
Jemez, 790 F.3d at 1151 (“A court lacking
jurisdiction cannot render judgment but must dismiss the
cause at any stage of the proceedings in which it becomes
apparent that jurisdiction is lacking.” (quoting
Full Life Hospice, LLC v. Sebelius, 709 F.3d 1012,
1016 (10th Cir. 2013))).
Sufficiency of Jurisdictional Allegations
has invoked the court's subject matter jurisdiction under
the federal diversity statute. Under that statute, 28 U.S.C.
§ 1332, federal jurisdiction is proper when “the
matter in controversy exceeds the sum or value of $75, 000 .
. . and is between . . . citizens of different states.”
28 U.S.C. § 1332(a)(1). For diversity jurisdiction
purposes, a limited liability company “takes the
citizenship of all its members.” Siloam Springs
Hotel, L.L.C. v. Century Sur. Co., 781 F.3d 1233, 1234
(10th Cir. 2015). Because diversity jurisdiction depends on
the citizenship of “all of the members” of an
unincorporated organization, see Carden, 494 U.S. at
195-96, where an “LLC has, as one of its members
another LLC, ‘the citizenship of unincorporated
associations must be traced through however many layers of
partners or members there may be' to determine the
citizenship of the LLC.” Zambelli Fireworks Mfg.
Co. v. Wood, 592 F.3d 412, 420 (3d Cir. 2010) (quoting
Hart v. Terminex Int'l, 336 F.3d 541, 543 (7th
Cir. 2003)). As applied to individual persons, the diversity
jurisdiction analysis recognizes that, “a person ...