UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF INDIANA

FORT WAYNE DIVISION

ADAMS PHYSICAL THERAPY )

SERVICES, INC., )

)

Plaintiff, )

)

v. ) CAUSE NO. 1:13-CV-104

)

SYSTEMS4PT, LLC, )

)

Defendant. )

OPINION AND ORDER

This case was removed to this Court from the Jay Superior Court by Defendant based on

diversity jurisdiction pursuant to 28 U.S.C. § 1332(a). (Docket # 2.) The Notice of Removal

alleges that Defendant Systems4PT, LLC is a limited liability company comprised of

individuals, a corporation, and a trust and attaches a list of these members’ citizenship. (Notice

of Removal ¶ 6, Ex. B.) This list indicates that the corporation referred to is Defiance Fund,

Ltd., a Cayman Island exempt company (which is a corporation), and then states that “Defiance

Capital, L.L.C. is the Investment Manager of Defiance Fund, Ltd.” and has its principal place of

business in New York. (Notice of Removal Ex. B.) 

Defendant’s Notice of Removal, however, is inadequate for two reasons. First, as to

Defiance Fund, Ltd., a Cayman Islands corporation, corporations “are deemed to be citizens of

the state in which they are incorporated and of the state in which they have their principal place

of business.” N. Trust Co. v. Bunge Corp., 899 F.2d 591, 594 (7th Cir. 1990) (emphasis added);

see 28 U.S.C. § 1332(c)(1). The term “principal place of business” refers to the corporation’s

“nerve center”—the place where a corporation’s officers direct, control, and coordinate the

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corporation’s activities. Hertz Corp. v. Friend, 130 S. Ct. 1181, 1192 (2010). Thus, along with

alleging that Defiance Fund, Ltd. is a Cayman Islands corporation, the Court must also be

advised of where it maintains its principal place of business.

Confusingly, Defendant further states that Defiance Capital, L.L.C., is the investment

manager of Defiance Fund, Ltd. and has its principal place of business in New York. (Notice of

Removal Ex. B.) But it is unclear from this language whether Defiance Capital, L.L.C. is itself a

member of Systems4PT, LLC or whether this information is simply superfluous. If Defiance

Capital, L.L.C. is a member of Systems4PT, LLC, then the Court must be advised of the

citizenship of all its members to ensure that none of them share a common citizenship with

Plaintiff. Hicklin Eng’g, L.C. v. Bartell, 439 F.3d 346, 347 (7th Cir. 2006); see Cosgrove v.

Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998) (noting that “the citizenship of an LLC for

purposes of [ ] diversity jurisdiction is the citizenship of its members”). This citizenship must

then be “traced through multiple levels” for those members of Defiance Capital, L.L.C. who are

a partnership or a limited liability company, as anything less can result in a dismissal or remand

for want of jurisdiction. Mut. Assignment & Indem. Co. v. Lind-Waldock & Co., LLC, 364 F.3d

858, 861 (7th Cir. 2004).

Therefore, Defendant Systems4PT, LLC, is ORDERED to supplement the record by

filing an Amended Notice of Removal on or before April 19, 2013, properly alleging its

citizenship by advising the Court of Defiance Fund, Ltd.’s principal place of business and, if

necessary, the members of Defiance Capital, L.L.C. and their citizenship, tracing the citizenship 

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of all unincorporated associations through all applicable layers of ownership.

SO ORDERED.

Enter for this 5th day of April, 2013.

/S/ Roger B. Cosbey 

Roger B. Cosbey,

United States Magistrate Judge

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