News & Analysis as of

Subject Matter Jurisdiction Limited Liability Company (LLC)

Husch Blackwell LLP

Establishing General Personal Jurisdiction for an LLC

Husch Blackwell LLP on

To exercise valid jurisdiction over any claim, a federal court must have both personal jurisdiction and subject matter jurisdiction. Subject matter jurisdiction can be based on diversity of citizenship, the presence of a...more

Farrell Fritz, P.C.

Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

Farrell Fritz, P.C. on

It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more

Farrell Fritz, P.C.

Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases

Farrell Fritz, P.C. on

As I wrote here, in 2016 the Manhattan-based Appellate Division, First Department decided Raharney Capital LLC v Capital Stack LLC, overruling its own precedent and joining appellate rulings by the other Departments holding...more

Farrell Fritz, P.C.

Unauthorized Certificate of Revival Dooms Delaware LLC’s Claims Against Former Managing Members

Farrell Fritz, P.C. on

The proverb “All for the want of a horseshoe nail” aptly describes the possibly mortal blow dealt by the Appellate Division’s recent decision in Favourite Ltd. v Cico, 2020 NY Slip Op 01463 [1st Dept Mar. 3, 2020], to a...more

Farrell Fritz, P.C.

Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

Farrell Fritz, P.C. on

Many thousands of closely held corporations, limited liability companies, and limited partnerships formed under Delaware law (and, to a much lesser extent, other foreign states) make their home in New York....more

Jackson Walker

When Filing Suit in Federal Court, Don’t Forget the Key to the Courtroom Door

Jackson Walker on

Formalism matters in federal court. One cannot obtain access to the courtroom without presenting the jurisdictional key to the courtroom door. A fundamental principle of subject matter jurisdiction is that parties asserting...more

Farrell Fritz, P.C.

Outlawing of LLC’s Short-Term Rental Business Brings Long-Term Litigation

Farrell Fritz, P.C. on

After two years, 300+ docket entries, and 12 motions, a lawsuit among members of a Delaware LLC that owned a 5-story apartment building on Manhattan’s Upper East Side (the “UES Building”) acquired to provide short-term...more

Shutts & Bowen LLP

Can The Manager of a Florida LLC Represent the Corporation in Litigation?

Shutts & Bowen LLP on

If she or he is not a lawyer, no. David Boggs, LLC and Mac Mar, LLC sued Matthew Soltis and his company My Affordable Roof, LLC for trademark infringement concerning the mark “MY AFFORDABLE ROOF.” Soltis appears to have...more

Husch Blackwell LLP

Personal Jurisdiction And LLCs – Does Citizenship Matter?

Husch Blackwell LLP on

When deciding whether to remove a case when an LLC is a party it is necessary to look at the citizenship of the LLC’s members to determine whether there is diversity for subject matter jurisdiction. However, citizenship of...more

Allen Matkins

A Five Percent Interest Is Not Necessarily Stock

Allen Matkins on

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies. See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice...more

Husch Blackwell LLP

Personal Jurisdiction And LLCs – Does Citizenship Matter?

Husch Blackwell LLP on

When deciding whether to remove a case when an LLC is a party it is necessary to look at the citizenship of the LLC’s members to determine whether there is diversity for subject matter jurisdiction. However, citizenship of...more

Brooks Pierce

Member Of A Delaware LLC? Don't Bring Claims To Inspect Books And Records, Or For Dissolution, In North Carolina's Courts

Brooks Pierce on

The Plaintiff in Camacho v. McCallum, 2016 NCBC 79 has to head to Delaware to litigate her claims for inspection of the records of the LLC of which she is a member, and also to seek dissolution of the LLC. Why, even...more

Womble Bond Dickinson

The Case for a Unified Approach to Corporate and LLC Citizenship

Womble Bond Dickinson on

Imagine opening your email one morning to find a copy of a complaint and summons just received by your out-of-state corporate client. The caption shows a familiar North Carolina company as the lone plaintiff, and a cursory...more

Blank Rome LLP

Third Circuit Challenges Supreme Court to Reconsider Whether an LLC’s Citizenship Should Be Based on Its Members

Blank Rome LLP on

Action Item: An LLC’s state of organization and principal place of business are legally irrelevant for purposes of determining diversity jurisdiction in the Third Circuit. Despite the practical difficulties this law imposes...more

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