[PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________ FILED
U.S. COURT OF APPEALS
No. 03-15917 ELEVENTH CIRCUIT
June 23, 2004
Non-Argument Calendar
THOMAS K. KAHN
________________________ CLERK
D. C. Docket No. 03-00022-CV-OC-10GRJ
ROLLING GREENS MHP, L.P.,
Plaintiff-Counter-Defendant-Appellant,
versus
COMCAST SCH HOLDINGS L.L.C.,
Defendant-Counter-Claimant-Appellee.
________________________
Appeal from the United States District Court
for the Middle District of Florida
_________________________
(June 23, 2004)
Before BLACK, BARKETT and COX, Circuit Judges.
PER CURIAM:
Rolling Greens MHP, L.P. appeals the summary judgment entered against it
and for Comcast SCH Holdings, L.L.C., in this declaratory judgment action, removed
from a Florida state court to the district court based on the district court’s diversity
jurisdiction. We raised sua sponte the issue of the jurisdiction of the district court
because neither the complaint, the notice of removal, nor anything else in the record
sufficiently alleges the citizenship of the parties, a limited partnership and a limited
liability company. We remand this case to the district court for the limited purpose
of determining whether diversity jurisdiction exists based on the citizenship of each
partner of the limited partnership and on the citizenship of each member of the
limited liability company.
I. BACKGROUND AND PROCEDURAL HISTORY
Rolling Greens, a limited partnership, filed this case in Florida state court.
Comcast, a limited liability company, removed the case to the district court pursuant
to 28 U.S.C. § 1441, alleging diversity jurisdiction under 28 U.S.C. § 1332. In
support of diversity jurisdiction, Comcast alleged that it is a “Delaware limited
liability company with its principal place of business in Philadelphia, Pennsylvania,”
and that Rolling Greens “‘is a California Limited Partnership.’” (R.1-1 at 3.) After
removal, Rolling Greens filed an amended complaint, which also alleged diversity of
citizenship, stating that Rolling Greens “is an Oregon Limited Partnership authorized
to do business in” Florida, and that Comcast “is a Delaware Limited Liability
Company authorized to do business in” Florida. (R.1-16 at 1.)
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The case proceeded with the parties filing cross motions for summary
judgment, and the court entering summary judgment for Comcast. Rolling Greens
appeals.
We raised sua sponte the jurisdictional issue because we “have a responsibility
to examine the subject matter jurisdiction of the district courts in actions that [we]
review,” Williams v. Best Buy Co., Inc., 269 F.3d 1316, 1318 (11th Cir. 2001); we
ordered the parties to brief the issue.
II. JURISDICTIONAL ISSUES AND STANDARD OF REVIEW
We address two jurisdictional questions. First: how are the citizenships of a
limited partnership and a limited liability company established for purposes of
diversity jurisdiction? And second: whether Comcast met its burden of establishing
the citizenships of itself, a limited liability company, and of Rolling Greens, a limited
partnership, for purposes of removing this case to federal court based on diversity
jurisdiction.
These issues present questions of law, which we review de novo. Id. at 1318.
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III. DISCUSSION
A. How Are the Citizenships of a Limited Partnership and a Limited
Liability Company Determined for Purposes of Diversity Jurisdiction?
The Supreme Court has settled the law on how the citizenship of a limited
partnership is determined for purposes of diversity jurisdiction. In Carden v. Arkoma
Assocs., 494 U.S. 185, 195-96, 110 S. Ct. 1015, 1021 (1990), the Supreme Court held
that for purposes of diversity of citizenship, a limited partnership is a citizen of each
state in which any of its partners, limited or general, are citizens. In reaching this
holding, the Court noted the long-standing rule that the citizenship of an artificial,
unincorporated entity generally depends on the citizenship of all the members
composing the organization. 494 U.S. at 195-96, 110 S. Ct. at 1021. In applying this
general rule to a limited partnership, rather than extending to it 28 U.S.C. §
1332(c)(1)’s statutory exception for corporations,1 it reasoned that Congress, if it so
chooses, is capable of adjusting the rules of diversity jurisdiction to account for
unincorporated associations. Carden, 494 U.S. at 196-97, 110 S. Ct. at 1022.
This circuit has not previously addressed the question of how to determine the
citizenship of a limited liability company for diversity jurisdiction purposes. We do
so now. The federal appellate courts that have answered this question have all
1
Rather than taking the citizenship of their members, corporations are citizens in the states
of their incorporation and their principal place of business. 28 U.S.C. § 1332(c)(1).
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answered it in the same way: like a limited partnership, a limited liability company
is a citizen of any state of which a member of the company is a citizen. We join them
in this holding.
We hold that the general rule for unincorporated entities also applies to limited
liability companies, in the absence of Congress’s extending the treatment given to
corporations. See Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998) (“Given
the resemblance between an LLC and a limited partnership, and what seems to have
crystallized as a principle that members of associations are citizens for diversity
purposes unless Congress provides otherwise (as it has with respect to corporations,
in 28 U.S.C. § 1332(c)(1)) . . . we conclude that the citizenship of an LLC for
purposes of the diversity jurisdiction is the citizenship of its members.”) (citations
omitted); Handelsman v. Bedford Village Assocs. Ltd. P’ship, 213 F.3d 48, 51-52 (2d
Cir. 2000) (holding that citizenship of a limited liability company was determined by
the citizenship of its members, citing Cosgrove, 150 F.3d at 731); GMAC Commercial
Credit LLC v. Dillard Dept. Stores, Inc., 357 F.3d 827, 829 (8th Cir. 2004) (holding
that based on the similarities between limited liability companies and limited
partnerships, and in the absence of a Congressional mandate, the general rule of
citizenship based on membership applied). See also Homfeld II, L.L.C. v. Comair
Holdings, Inc., 53 Fed. Appx. 731, 732 (6th Cir. 2002) (stating, in an unpublished
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opinion, that citizenship of limited liability company depends on citizenship of its
members); Provident Energy Assocs. of Mont. v. Bullington, 77 Fed. Appx. 427, 428
(9th Cir. 2003) (same).
B. Whether Comcast, in the Notice of Removal, Met Its Burden of
Establishing the Citizenships of the Parties.
A party removing a case to federal court based on diversity of citizenship bears
the burden of establishing the citizenship of the parties. Williams, 269 F.3d at 1319
(“Because this case was originally filed in state court and removed to federal court
by [the Defendant], [the Defendant] bears the burden of proving that federal
jurisdiction exists.”); Ray v. Bird & Son & Asset Realization Co., 519 F.2d 1081,
1082 (5th Cir. 1975) (“The burden of pleading diversity of citizenship is upon the
party invoking federal jurisdiction, and if jurisdiction is properly challenged, that
party also bears the burden of proof.”).
Here, Comcast, the removing party, failed to adequately allege in its notice of
removal the citizenships of itself or of Rolling Greens. And, nothing in the record
establishes their citizenships. To sufficiently allege the citizenships of these
unincorporated business entities, a party must list the citizenships of all the members
of the limited liability company and all the partners of the limited partnership.
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Because Comcast failed to do so, it failed to carry its burden of establishing diversity
of citizenship.
IV. CONCLUSION
Because Comcast failed to adequately allege the citizenships of the members
and partners of the parties, we are unable to determine whether the district court had
diversity jurisdiction over this declaratory judgment action. We therefore remand this
case to the district court for the limited purpose of determining the citizenships of the
parties, consistent with this opinion.2 If Comcast carries its burden with respect to
establishing diversity of citizenship, we retain jurisdiction to consider the merits of
this appeal; if Comcast fails, and there is no diversity of citizenship, then the district
court should remand the case to state court for want of federal jurisdiction. See
Williams, 269 F.3d at 1321 (similar limited remand).
LIMITED REMAND.
2
The parties have offered to stipulate in this court the citizenships of the members of their
organizations. We think that any such stipulation is best submitted to the district court on remand.
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