No. 22-1389

BRT MANAGEMENT LLC,

Plaintiff, Appellant,

v.

MALDEN STORAGE LLC; PLAIN AVENUE STORAGE LLC,

Defendants/Third-Party Plaintiffs, Appellees,

BRIAN WALLACE,

Third-Party Defendant, Appellant,

BANNER DRIVE STORAGE LLC,

Defendant.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. F. Dennis Saylor, IV, U.S. District Judge]

Before

Kayatta, Lynch, and Montecalvo, Circuit Judges.

John S. Davagian, II and Davagian Grillo & Semple LLP on brief for appellant. Alec S. Pine, John H. Brazilian, and Butters Brazilian LLP on brief for appellees. May 22, 2023 KAYATTA, Circuit Judge. This lawsuit serves as a reminder that subject matter jurisdiction cannot be taken for granted and that special attention need be paid when attempting to invoke diversity jurisdiction if a party is not a natural person or a corporation. In this particular case, after six years of litigation culminating in a trial and an eight-figure judgment against the plaintiff and third-party defendant, and after three separate orders warning counsel that jurisdiction was in question, the parties have been unable to establish that no defendant shares state citizenship with any plaintiff. We therefore vacate the judgment and remand to the district court so that any party -- presumably the defendants at this point -- will have one last chance to demonstrate that there is complete diversity.

I.

Unable to resolve a contract dispute, plaintiff BRT Management LLC ("BRT") filed this lawsuit in federal district court. The details of the dispute hold no relevance to our analysis other than to say that they present no federal question within the meaning of 28 U.S.C. § 1331.1 Nor do they present any possible basis for federal jurisdiction other than diversity jurisdiction under 28 U.S.C. § 1332, which BRT accordingly sought to invoke. Defendants asserted counterclaims that similarly

1 Although BRT moved to add a federal claim to the suit, its motion was denied.

- 3 - present no basis for federal court jurisdiction other than diversity.

As to the citizenship of the parties, BRT's complaint alleged only that "there is complete diversity between the parties" because BRT was a Massachusetts limited liability company (LLC) with a usual place of business in Massachusetts and defendants Malden Storage LLC ("Malden"), Plain Avenue Storage LLC ("Plain"), and Banner Drive Storage LLC ("Banner") were each Delaware LLCs with usual places of business in Illinois.2 Defendants replied in relevant part only by alleging substantially the same facts, i.e., that Malden and Plain were both Delaware LLCs with principal places of business in Northbrook, Illinois.3 These allegations were plainly insufficient because, as a matter of black letter law, "[t]he citizenship of an unincorporated entity . . . is determined by the citizenship of all of its members." Pramco, LLC ex rel. CFSC Consortium, LLC v. San Juan Bay Marina, Inc., 435 F.3d 51, 54–55 (1st Cir. 2006) (applying this rule to an LLC); see also D.B. Zwirn Special Opportunities Fund, L.P. v. Mehrota, 661 F.3d 124, 125 (1st Cir. 2011) (per curiam). But neither plaintiff nor

2 BRT also alleged that Malden was registered to do business in Massachusetts and that Plain was registered to do business in New York. 3 Defendants also alleged that Banner was not a proper party to the suit. Banner initially moved to dismiss the claims against it for lack of b