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Kohli v. GPM Investments

United States District Court, D. New Jersey

October 28, 2019


          HARMEET KOHLI Plaintiff appearing pro se

          WILLIAM F. GILL ARCHER & GREINER ONE CENTENNIAL SQUARE On behalf of Defendants GPM Investments LLC and Gary Poythress

          MICHAEL ROBERT FUTTERMAN MCCUSKER ANSELMI ROSEN & CARVELLI PC On behalf Defendant Exxon Corporate Headquarters [1]


          NOEL L. HILLMAN, U.S.D.J.

         Plaintiff, Harmeet Kohli, appearing pro se, owns an Exxon-branded gas station. Plaintiff claims that Defendant GPM Investments LLC and Defendant ExxonMobil Oil Corporation acted in “cahoots” to trap Plaintiff into rebranding her gas station into an Exxon-branded gas station, promising certain rebates on each gallon of gas sold, but failing to pay Plaintiff those rebates or provide her with branding materials, like a pole sign. Plaintiff claims that Defendants have breached their contract and they owe her more than $400, 000.

         In her complaint, Plaintiff states that this Court has jurisdiction over this matter based on the diversity of citizenship of the parties and an amount in controversy in excess of $75, 000, exclusive of interests and costs, pursuant to 28 U.S.C. § 1332(a). Plaintiff avers that she is a citizen of New Jersey, GPM Investments LLC is a citizen of Virginia, and ExxonMobil is a citizen of Texas.

         GPM Investments LLC has moved to dismiss Plaintiff's complaint for lack of subject matter jurisdiction. ExxonMobil has joined in GPM Investments LLC's motion. GPM Investments LLC relates that it is not a citizen of Virginia as pleaded by Plaintiff. GPM Investments LLC correctly points out that the citizenship of an LLC is determined by the citizenship of each of its members, not where it has its principal place of business, or under which state's law it is established.[2] Zambelli Fireworks Mfg. Co. v. Wood, 592 F.3d 412, 418 (3d Cir. 2010). The law also requires that if a member of an LLC is another LLC, a corporation, or a limited partnership, then each member of the LLC, or each partner in the limited partnership, must be identified and its citizenship pled, and for any such member or partner that is a corporation, the state of incorporation and its principal place of business must similarly be identified and pled. See Zambelli, 592 F.3d at 420 (“[W]here 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.” (quoting Hart v. Terminex Int'l, 336 F.3d 541, 543 (7th Cir. 2003))).

         Accordingly, GPM Investments LLC sets forth its citizenship as follows:

GPM LLC is a Delaware limited liability company with its headquarters in Richmond, Virginia. GPM LLC has a member named GPM HP SCF Investor, LLC that is located in New York, New York. A member of GPM HP SCF Investor, LLC is GPM HP SCF Member, LLC, which has as a member a limited partnership named Harvest Partners Structured Capital Fund, L.P. The general partner of Harvest Partners Structured Capital Fund, L.P. is Harvest Associates SCF, L.P. which, in turn, has a limited partner named Harvest Capital Associates SCF, L.P. One of the partners in Harvest Capital Associates SCF, L.P. is Marc Unger. Mr. Unger is a citizen of New Jersey who has maintained his primary residence and domicile in Livingston, New Jersey for more than twenty years.

         (Docket No. 7-1 at 3.)

         GPM Investments LLC notes that because one of its members is a citizen of New Jersey and Plaintiff is a citizen of New Jersey, there is no diversity of citizenship between them so that subject matter jurisdiction can be exercised under § 1332(a).

         In response, Plaintiff states that the New Jersey citizenship of one of GPM Investments LLC's members is a “technicality, ” and how was she “supposed to know” because she is “not a detective.” (Docket No. 10 at 1.)

         The Court recognizes that the composition of GPM Investments LLC is very layered and complex, as such unincorporated entities can often be. For that reason, the Third Circuit has somewhat relaxed a plaintiff's burden at the pleading stage to identify the citizenship of an LLC. See Lincoln Ben. Life Co. v. AEI Life, LLC, 800 F.3d 99, 102 (3d Cir. 2015) (stating a “plaintiff [must] allege in good faith, after a reasonable attempt to determine the identities of the members of the association, that it is diverse from all of those members” of a defendant LLC).

         A plaintiff's obligation to properly establish subject matter jurisdiction, however, is not a technicality that may be glossed over. The ultimate test is not whether Plaintiff (or a removing Defendant) has made a good faith effort but whether diversity of citizenship actually exists. Indeed, federal courts have an independent obligation to address issues of subject matter jurisdiction sua sponte, and may do so at any stage of the litigation, even if it is not raised by the parties.[3]See Zambelli, 592 F.3d at 418; Lincoln Benefits, 800 F.3d at 104 (citations omitted) (“The principal federal statute governing diversity jurisdiction, 28 U.S.C. § 1332, gives federal district courts original jurisdiction of all civil actions ‘between . . . citizens of different States' where the amount in controversy exceeds $75, 000. For over two hundred years, the statute has been understood as requiring complete diversity ...

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