Tuesday, May 7, 2019

It Is Best to Be Precise When Asking Others to Be Precise (LLC edition)

A recent report and recommendation from a U.S. magistrate recommends that the referring court find that a plaintiff did not provide the facts needed to support taking diversity jurisdiction.  The magistrate is correct, but the recommendation is a little ironic in that it seems to be chiding the plaintiff for a lack of precision, and well, this: 

Here, Peeples' amended complaint contains the bare assertions that the address for Xlibris Publishing is in Bloomington, Indiana, while his address is in Mobile, Alabama. The bare allegation respecting the Defendant is insufficient as it does not identify whether Xlibris is a corporation or, instead, an unincorporated entity such as a limited liability corporation. Moreover, if Xlibris is a corporation, the complaint does not delineate its state(s) of incorporation and the state where it has its principal place of business. See Flintlock Constr. Servs., LLC v. Well-Come Holdings, LLC, 710 F.3d 1221, 1224 (11th Cir. 2013) (“A corporation is considered a citizen of every state in which it has been incorporated and where it has its principal place of business.”). And, if an unincorporated entity such as a limited liability corporation,3 the amended complaint does not allege every state in which each of its members are citizens. See, e.g., Lewis v. Seneff, supra, at *3 (Without the information concerning the citizenship of each limited liability company's membership, Plaintiffs have not shown that this Court has subject matter jurisdiction.”).

3 It appears to the undersigned that Xlibris Publishing is a limitedliability corporation. See www.xlibris.com (last visited, April 4, 2019, at 3:30 p.m.) (Xlibris website shows that it is an LLC).

MARIO ANDJUAN PEEPLES, Pl., v. XLIBRIS PUBLISHING, Def.., CA 19-0070-JB-C, 2019 WL 1983817, at *5 (S.D. Ala. Apr. 8, 2019), report and recommendation adopted sub nom. Peeples v. Xlibris Publg., CV 19-0070-JB-C, 2019 WL 1983055 (S.D. Ala. May 3, 2019).
 
In two spots in the above excerpt, the recommendation refers to a "limited liability corporation" when it clearly means "limited liability company" (the latter being used in other sentences in the excerpt).  
 
As I said, the analysis seems correct, despite the incorrect language. Mistakes happen, but still, it shouldn't be that hard to get it right (and the incorrect term showed up twice!).  As evidence, I haven't seen "limited liability corporation" in more than two years on one of my Business Organizations exams, and I haven't seen it yet this year, either.
 
This mission continues.  
 

https://lawprofessors.typepad.com/business_law/2019/05/it-is-best-to-be-precise-when-asking-others-to-be-precise-llc-edition.html

Corporations, Joshua P. Fershee, LLCs | Permalink

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