Sanson v. T.J. Maxx of CA, LLC

Opinion

1 2 3 4 5 6 UNITED STATES DISTRICT COURT 7 SOUTHERN DISTRICT OF CALIFORNIA 8 RUTH SANSON, Case No.: 23-CV-2143-CAB-DEB 9 Plaintiff, REMAND ORDER 10 v. 11 T.J. MAXX OF CA, LLC, 12 Defendant. 13 14 Defendant T.J. Maxx of CA, LLC, removed this case to federal court on the basis of 15 diversity jurisdiction under 28 U.S.C. § 1332. Diversity jurisdiction under § 1332 requires 16 that the parties to the action be “citizens of different states” and the matter in controversy 17 to exceed $75.000, exclusive of interest and costs. 28 U.S.C. § 1332(a). Although it was 18 apparent from the notice of removal and the complaint that the amount in controversy 19 requirement is satisfied, the notice did not adequately establish diversity of citizenship. 20 While the Court was satisfied that Plaintiff is a citizen of California, the notice did not 21 establish the citizenship of Defendant T.J. Maxx of CA, LLC. 22 The citizenship of Defendant, which is a limited liability company (“LLC”), is 23 determined by the citizenship of each of its members. See 3123 SMB LLC v. Horn, 880 24 F.3d 461, 465 (9th Cir. 2018) (“For purposes of diversity jurisdiction, a limited liability 25 company ‘is a citizen of every state of which its owners/members are citizens.’”) (quoting 26 Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006)). The 27 notice of removal, however, did not identify Defendant’s members or their citizenship. 28 1 Instead, the notice ignored the corporate structure of Defendant as an LLC and identified 2 only the citizenship of The TJX Companies, Inc. 3 The Court therefore ordered Defendant to show cause why this case should not be 4 remanded to San Diego County Superior Court for lack of subject matter jurisdiction. The 5 Court is now in receipt of Defendant’s response to the Court’s order and is unpersuaded 6 that Defendant has satisfied its burden to demonstrate the requisite diversity for this Court 7 to have subject matter jurisdiction over this lawsuit. 8 First, the response confusingly claims that Defendant is a “wholly owned subsidiary 9 of the TJX Companies, Inc.” while also stating that Defendant is a limited liability 10 company with one member—NBC Operating, L.P. As Defendant’s sole member, NBC 11 Operating, LP’s citizenship is also Defendant’s citizenship for diversity purposes, and as a 12 partnership, NBC Operating LP’s citizenship is that of its partners. Singh v. Am. Honda 13 Fin. Corp., 925 F.3d 1053, 1064 n.10 (9th Cir. 2019) (“Partnerships are citizens of each 14 state or foreign country of which any partner is a citizen.”). 15 To that end, the response states that NBC Operating LP’s sole partner is NBC Trust. 16 Thus, NBC Operating LP’s citizenship, and in turn Defendant’s citizenship, is the 17 citizenship of NBC Trust. It is here that the response fails. The response claims that NBC 18 Trust, which, based on its name, appears to be a trust, is instead a corporation. A search of 19 the Massachusetts Secretary of State’s website, however, lists NBC Trust’s “Entity type” 20 as “Voluntary Associations and Trusts.”1 “A trust has the citizenship of its trustee or 21 trustees.” Johnson, 437 F.3d at 899. The response to the order to show cause does not 22 identify NBC Trust’s trustee,2 or the trustee’s citizenship. Therefore, Defendant’s response 23 24 25 26 1 See https://corp.sec.state.ma.us/CorpWeb/CorpSearch/CorpSummary.aspx?sysvalue=PfmYHKo4kPe.6r5wj 27 Kq8u6AIr842pumfK30z0q7.dkw- 28 1 ||to the OSC does not adequately allege Defendant’s citizenship, which would be the 2 || citizenship of NBC Trust’s trustee. 3 Because Defendant has not satisfied its burden to demonstrate diversity of 4 ||citizenship between Plaintiff and Defendant, the Court cannot determine whether it has 5 || subject matter jurisdiction over this lawsuit and is compelled to remand the case to state 6 |}court. Accordingly, it is hereby ORDERED that this case is REMANDED to San Diego 7 |{County Superior Court. The parties may re-file their request to stay the case pending 8 || arbitration in that venue. 9 It is SO ORDERED. 10 ||Dated: December 1, 2023 (6 11 Hon. Cathy Ann Bencivengo 12 United States District Judge 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28