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Message: <blockquote data-quote="Snarf Zagyg" data-source="post: 9465532" data-attributes="member: 7023840">From the Complaint (um, Petition. TEXAS!):4. Plaintiff Cards Against Humanity, LLC, is a Delaware limited liability company with its principal place of business in Chicago, Illinois. Further, CAH is the sole member of Hole Holding LLC, a Delaware limited liability company with its principal place of business in Chicago, Illinois, which is wholly owned by CAH.5. Defendant Space Exploration Technologies Corp. is a Texas corporation* that maybe served with process by serving its registered agent, Corporation Service Company d/b/aLawyers Incorporating Service Company, 211 E.7th Street, Suite 620, Austin, Texas 78701-3218.*A footnote states:Formerly a Delaware corporation, effective as of February 14, 2024, SpaceX has filed a Certificate of Conversion to convert that entity to a Texas Corporation. Its principal place of business remains at 1 Rocket Road, Hawthorne, California 90250.The Amount in Controversy exceeds $75k, exclusive of attorney's fees, costs, etc. (see, e.g., paragraph 1). Analysis:For federal jurisdiction (in other words, could the Defendant, SpaceX, remove it to federal court) you have to have complete diversity of the parties and an amount in controversy greater than $75,000 (exclusive of interest and costs).The amount is satisfied.Diversity might be satisfied. On the face of the Complaint, it appears to be. Let's quickly look at this:Normally, a corporation is a "citizen" of both the state of its incorporation, and the state it is headquartered in.So plaintiff is alleging:Plaintiff is Delaware/IllinoisDefendant is Texas/CaliforniaBut but! There are a few different issues. Because there always are.1. The lawsuit is brought by CAH. But the property is owned by Hole Holding LLC ("Hole"). I assume Hole is just an SPE ("special purpose entity") that does nothing more than own the land and is wholly owned by CAH. But it's unclear to me why the claim is not brought by Hole since it is Hole's property- there is no allegation that the land was transferred. Federal court requires the "real party in interest" to bring the claim; Texas may allow more relaxed rules.2. The principal place of business for a corporation isn't just what the corporation says it is. In 2010, the Supreme Court clarified that this will be the "nerve center" - where the high level officers of the corporation direct and control the corporation. This can be factually disputed (burden of persuasion is on party asserting diversity jurisdiction).3. I don't know when the effective date of the changeover from Delaware to Texas is for SpaceX, or if that conversion creates any diversity issues. Assuming the effective date is as stated in the footnote, that's fine. 4. Finally, there is an additional issue with the complaint (PETITION, UGH, TEXAS!). CAH (and Hole) aren't corporations, they are limited liability companies (LLCs). They aren't treated like corporations, they are treated like a partnership (there is a long and complicated history here). So ... neither Hole nor CAH is a citizen of the state of their LLC incorporation OR their principal place of business. Instead, they are citizens of every state of every member of the LLC. Now, here is fun part. A lot of LLCs (such as, um, Hole) have LLCs as members. Which means you have to trace the citizenship of those members, and then if there are other LLCs, those members, and so on and so on and so on ... it can be LLCs all the way down. So we don't actually know the citizenship of Hole and CAH based on the pleadings. This last point is important. LLCs can have serious issues getting cases into federal court because of this; both because they might not have diversity, and also because they just don't want to reveal all of their members (and their members' members, etc.). There was a case in Georgia a while ago involving a defamation claim filed against Open AI, LLC for hallucinating false statements. OpenAI removed it to federal court. They had to file a statement about the citizenship of their members. They did. But it wasn't enough. The judge demanded that they file (name and identify) the members of the LLCs that were members of OpenAI, which included certain fancy investment LLCs.Rather than announce the members, OpenAI just let the case go back to state court. Remember kids- PROCEDURE IS FUN!</blockquote>

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