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IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

ALI BAGHDADI, FOUAD CHAMON,

ANTOINE KORKIS, NAJAH NAJJAR,

JACQUELINE NAJJAR, SUHAIL

NAMMARI, NACHWAN REZKO,

BURT REZKO, MILAD SAAD,

MICHAEL SAHLI, GEORGES ZOUKI,

KHALED SHAIR, LAYLA EL SHAIR,

AND QMQQ LLC, and GEORGE MERJAN,

Plaintiffs,

v.

GENERAL MEDITERRANEAN

HOLDING, S.A., Spf; and CHICAGO

SOUTH LOOP HOLDINGS III, LLC,

Defendants.

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Case No. 

NOTICE OF REMOVAL

Pursuant to 28 U.S.C. §§ 1441 and 1446, defendant Chicago South Loop Holdings, III, 

LLC (“South Loop Holdings") hereby files its Notice of Removal of this matter from the Circuit 

Court of Cook County, Illinois. In support, defendant states as follows: 

INTRODUCTION

1. This action is a civil action which may be removed to this Court by defendant 

pursuant to the provisions of 28 U.S.C. § 1441(b) in that this Court possesses original jurisdiction 

under 28 U.S.C. § 1332(a) (3). The matter in controversy exceeds the sum or value of $75,000, 

exclusive of interest and costs, and is between citizens of different States and in which citizens or

subjects of a foreign state are additional parties. 

TIMELY FILING OF THIS NOTICE

2. On January 7, 2020, this action was commenced in the Circuit Court of Cook 

County, Illinois, entitled Ali Baghdadi et al v General Mediterranean Holding, S.A., Spf; and 

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Chicago South Loop Holdings III, LLC, Docket No, 2020 L 000292. The Summons and initial 

Complaint were served on defendant on March 2, 2020. Copies of the Summons and Complaint 

are attached hereto as Exhibits A and B, respectively. 

3. This Court's original subject matter jurisdiction was not apparent on the face of 

plaintiffs' initial Complaint, as plaintiffs' initial Complaint contains no allegations concerning the 

citizenship of the parties and does not allege that the amount in controversy exceeds $75,000. This 

case was not removable until June 19, 2020, when plaintiffs filed in the Circuit Court of Cook 

County their Motion for Leave to File an Amended Complaint, attached to which is a proposed 

Amended Complaint containing allegations establishing this Court's original jurisdiction under 28 

U.S.C. §1332(a)(3). A copy of plaintiffs' Motion for Leave to File an Amended Complaint is

attached hereto as Exhibit C.

4. This case became removable on June 19, 2020 because plaintiffs' proposed 

Amended Complaint alleged the citizenship of the parties and alleged an amount in controversy in 

excess of $75,000. The 30-day timetable for removal was triggered by defendant's receipt of this

information. See 28 U.S.C. § 1446(b) (3) (... "if the case stated by the initial pleading is not 

removable, a notice of removal may be filed within 30 days of a receipt by defendant, through 

service or otherwise, of a copy of an amended pleading, motion, order or other paper from which 

it may first be ascertained that the case is one which is or has become removable."); Walker v. 

Trailer Transit, Inc., 727 F.3d 819, 823-24 (7th Cir. 2013) ("It's clear that the 30-day removal 

clock is triggered only by the defendant's receipt of a pleading or other litigation paper facially 

revealing that the grounds for removal are present."). Accordingly, this Notice of Removal was 

timely filed on July 9, 2020.

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5. Further, as of the date of this Notice of Removal, the Circuit Court of Cook County's 

online docket does not show that a proof of service of summons has been filed as to the remaining 

defendant, General Mediterranean Holding, S.A., Spf. ("GMH"). A defendant, such as GMH here,

that has not been served need not consent to removal. See Murphy Bros., Inc. v. Michetti Pipe 

Stringing, Inc. 526 U.S. 344, 347 (1999). South Loop Holdings may therefore remove this action 

regardless of whether GMH consented prior to removal. Nonetheless, South Loop Holdings has 

been informed that GMH consents to removal. Such consent, of course, does not waive GMH's

right to be formally served with a federal summons and complaint after removal.

DIVERSITY OF THE PARTIES

6. This dispute is between citizens of different States in which citizens or subjects of 

a foreign state are additional parties. As such, diversity of the parties is present under 28 U.S.C. 

§ 1332(a) (3).

A. Citizenship of Plaintiffs

7. There are 15 plaintiffs in this case. The following eight individual plaintiffs pleaded 

in their Amended Complaint that he or she is a citizen of Illinois: Baghdadi, Razko, B. Razko, 

Saad, Sahli, K. Shair, L. Shair, and Merjan, See Exh. D, Amended Complaint, at ¶¶ 9, 15-18, 20, 

22. A copy of Plaintiffs' Amended Complaint, filed in the Circuit Court of Cook County on

June 30, 2020, is attached hereto as Exhibit D.

8. Plaintiffs Chamoun and Zouki pleaded in the Amended Complaint that they are 

citizens of Quebec, Canada. See Exh. D, Amended Complaint, at ¶¶ 10, 19. Accordingly,

plaintiffs Chamoun and Zouki are citizens or subjects of a foreign state within the meaning of 28 

U.S.C. § 1332(a) (3). 

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9. Plaintiff Korkis pleaded in the Amended Complaint that he is a citizen of Argentina. 

See Exh. D, Amended Complaint, at ¶ 11. Accordingly, plaintiff Korkis is a citizen or subject of 

a foreign state within the meaning of 28 U.S.C. § 1332(a) (3).

10. Plaintiffs N. Najjar and J. Najjar pleaded in the Amended Complaint that they are 

citizens of Syria. See Exh. D, Amended Complaint, at ¶¶ 12-13. Accordingly, plaintiffs N. Najjar 

and J. Najjar are citizens or subjects of a foreign state within the meaning of 28 U.S.C. § 1332(a)

(3).

11. Plaintiff Nammari pleaded in the Amended Complaint that he is a citizen of Indiana. 

See Exh. D, Amended Complaint, at ¶ 14.

12. Plaintiff QMQQ, LLC pleaded in the Amended Complaint that it is a limited 

liability company, and that its sole member is a citizen of Pennsylvania. See Exh. D, Amended 

Complaint, at ¶ 21. 

B. Citizenship of Defendant South Loop Holdings

13. Defendant South Loop Holdings is a citizen of Delaware.

14. Plaintiffs pleaded in their Amended Complaint that defendant South Loop Holdings

is a limited liability company organized under Delaware law. See Exh. D, Amended Complaint, 

at ¶ 24.

15. A limited liability company's citizenship "for purposes of . . . diversity jurisdiction 

is the citizenship of its members." Cosgrove v. Bartolotta, 150 F. 3d 729, 731 (7th Cir. 1998). 

Plaintiffs allege that the sole member of South Loop Holdings is CSLH Incorporated. ("CSLH"),

a Delaware corporation. See Exh. D, Amended Complaint, at ¶ 24. 

16. Plaintiffs' allegations concerning South Loop Holdings' status as a Delaware limited 

liability company, CSLH's role as the sole member of South Loop Holdings, and CSLH's 2013 

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incorporation in Delaware are supported by the declaration of CSLH's President and sole director, 

Mohammed Al-Miqdadi. See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶¶ 3-5.

17. It is settled in this Circuit that a domestic corporation with a principal place of 

business abroad should be treated for diversity purposes, as a citizen of the state in which it is 

incorporated. See MAS Capital, Inc., v. Biodelivery Sciences Int'l, Inc., 524 F.3d 831, 832-33 ( 7th 

Cir. 2008). For the reasons also set forth below, CSLH's principal place of business in in the 

United Kingdom. Accordingly, for the purpose of determining subject matter jurisdiction under 

28 U.S.C. § 1332(a) (3), South Loop Holdings is a citizen of Delaware.

18. The appropriate test to determine a corporation’s principal place of business is the 

“nerve center” test. Hertz Corp. v. Friend, 559 U.S. 77, 92–93 (2010). Under the “nerve center” 

test, a corporation’s principal place of business is the single place within a particular State where 

the corporation’s officers direct, control, and coordinate the corporation’s activities, which is 

typically the place at which the corporation maintains its headquarters. See id. The Supreme Court 

has used “[t]he metaphor of the ‘corporate brain’” to describe a corporation’s principal place of 

business. See id. at 95.

19. Since CSLH was incorporated in Delaware in 2013, its sole office has been located at 

Lincoln House, 137-143 Hammersmith Road, London W14 0QL, United Kingdom. CSLH has never 

leased or owned office space or other real estate in the United States. See Exh. E, Declaration of 

Mohammed Al-Miqdadi, at ¶ 5.

20. Since 2013, Al-Miqdadi has been the President and sole Director of CSLH. In 

these positions, Al-Miqdadi has directed, controlled and coordinated CSLH's business activities. 

Al-Miqdadi has performed these activities at CSLH Manager's office in London. Al-Miqdadi also

resides in London. See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶ 6.

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21. At the time this action was commenced and now, CSLH owned South Loop 

Holdings in its entirety. See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶ 7.

22. Pursuant to the terms of South Loop Holdings' operating agreement, in 2013 CSLH 

appointed CSLH Manager Incorporated, a Delaware corporation, as Manager of South Loop 

Holdings. CSLH owns CSLH Manager Incorporated. See Exh. E, Declaration of Mohammed AlMiqdadi, at ¶ 8.

23. From 2013 to the present, CSLH's sole business activities have involved its 

management of a single real estate asset. The single asset is the 62 acre parcel bounded by Clark 

Street (E), Roosevelt (N) and the Chicago River(S) in Chicago, Illinois (the "Property"). Roosevelt 

Clark Partners, LLC, a Delaware limited liability company, holds title to the Property. The 

development manager of the Property is Related R/C LLC, a Delaware limited liability company.

See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶ 9.

24. Since its formation in 2013, all of CSLH's material activities and important decisions 

have occurred at its office in the UK. These include CSLH's inputs and contributions to the 

masterplan, business plan and budget approval process for the Property. All material business 

decisions have been made in meetings held at CSLH's office in London. Legal and budgetary 

documentation has been reviewed, commented upon, approved and, where necessary, signed and 

executed in the UK. All quarterly Board meetings of CSLH have taken place in London, requiring 

representatives of the Property's development manager to travel to London, although Board 

meetings have been conducted virtually during the COVID-19 pandemic. See Exh. E, Declaration 

of Mohammed Al-Miqdadi, at ¶ 10.

25. In addition to Al-Miqdadi, every key member of CSLH's business team is located 

in London: (i) Arif Husain, Chief Financial Officer of CSLH's affiliate, GMH; (ii) Ahmed El 

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Fadel, Assistant Project Manager of GMH; and (iii) CSLH's real estate finance consultant, Nick 

Shattock of Chainwork Capital Limited. See Exh. E, Declaration of Mohammed Al-Miqdadi, at 

¶ 11.

26. At no time has CSLH conducted any business activities in Indiana or Pennsylvania. 

See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶ 14.

C. Citizenship of Defendant GMH

27. South Loop Holdings is one of two defendants in this action. The other defendant 

is General Mediterranean Holdings, S.A., SpF ("GMH").

28. Plaintiffs pleaded in their Amended Complaint that defendant GMH is a 

Luxembourg-based entity with "[i]t's [sic] principal place of business in Luxembourg." See Exh. 

D, Amended Complaint, at ¶ 23. Accordingly. under 28 U.S.C. § 1332(c)(1), GMH is a citizen or 

subject of the foreign state of Luxembourg.

29. GMH's status as an entity organized under the laws of Luxembourg and with its 

principal place of business in Luxembourg is supported by the Declaration of Mohammed AlMiqdadi. See Exh. E, Declaration of Mohammed Al-Miqdadi, at ¶ 15.

30. GMH is unaware of any attempt to serve it with the summons, complaint or any 

other pleadings that have been filed in this proceeding. See Exh. E, Declaration of Mohammed 

Al-Miqdadi, at ¶ 15.

31. Although GMH is not required to consent to the removal of this action from the 

Circuit Court of Cook County, Illinois to the United States District Court for the Northern District 

of Illinois, GMH has informed CSLH Manager that it does consent to such removal. See Exh. E, 

Declaration of Mohammed Al-Miqdadi, at ¶ 16.

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AMOUNT IN CONTROVERSY

32. The amount in controversy exceeds $75,000, exclusive of interest and costs, and 

therefore satisfies the requirements set forth in 28 U.S.C. § 1332(a). See Uhl v. Thoroughbred 

Tech. & Telecomms., 309 F.3d 978, 983 (7th Cir. 2002) (“This amount is determined by an 

evaluation of the controversy described in the plaintiff’s complaint and the record as a whole, as 

of the time the case was filed.”).

33. In its Amended Complaint, plaintiffs allege that "[p]laintiffs have each lost their 

interests in the development of the Property and thus have each been damaged in excess of 

$75,000." See Exh. D, Amended Complaint, at ¶¶ 106, 110, and 110.

34. In Count I of their Amended Complaint, which alleges a claim against defendants 

for breach of fiduciary duties, plaintiffs further pray for an unspecified amount of punitive 

damages. See Clark v State Farm Mut. Ins. Co, 473 F. 3d 708 (7th Cir. 2007) (punitive damages can 

be included in the calculation of the amount in controversy when substantive law for the plaintiff's 

claim permits them to be awarded And as to all three of their claims). Plaintiffs also pray for "any 

and all further relief that the Court deems just, equitable and proper." See Exh. D, Amended 

Complaint, at p. 18-20.

35. Additional allegations in the Amended Complaint further demonstrate that the 

amount in controversy requirement is satisfied. In Paragraphs 28-33 of their Amended Complaint, 

plaintiffs allege that the Property (and their interests in the Property) is extremely valuable, as it 

consists of 62 contiguous acres of real estate in Chicago's South Loop at the corner of Clark Street 

and Roosevelt Road. See Exh D, Amended Complaint, at ¶¶ 28-33. 

36. Among other things, plaintiffs allege that "the Property is a unique opportunity for 

a large mix-use development combining hundreds of thousands of square feet in commercial space 

with several thousand residential units." See Exh. D, Amended Complaint, at ¶ 33.

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37. Plaintiffs allege that each of them is an assignee of economic interests in MT 

Property Holdings, LLC, which in turn held an indirect 50% interest in the 62 acre parcel. See

Exh. D, Amended Complaint, at ¶¶ 1-3, 9-22.

38. Plaintiffs allege that they were "deprived of the opportunity to participate in the 

future development of the property," and that they did not receive their proportional shares of their 

"interests in the future development of the property." See Exh. D, Amended Complaint, at ¶¶ 28-

33, 55, 64, 68, 82-86, 105.

39. Plaintiffs further allege that defendant South Loop Holdings failed to make 

distributions to plaintiffs and failed to distribute the assets of MT Property Holdings in breach of 

the operating agreement and in violation of the Illinois limited liability Act. See Exh. D, Amended 

Complaint, at ¶¶ 102-16.

VENUE

40. Pursuant to 28 U.S.C. § 144l (a), “any civil action brought in a State court of which 

the district courts of the United States have original jurisdiction, may be removed by the defendant 

or the defendants, to the district court of the United States for the district and division embracing 

the place where such action is pending.” As reflected in 28 U.S.C. § 93 (a) (1), the Northern 

District of Illinois, Eastern Division, encompasses Cook County. Accordingly, this Court is the 

appropriate court to which to remove this action. 28 U.S.C. § 1441 (a).

PROCESS, PLEADINGS AND ORDERS

41. In compliance with 28 U.S.C. § 1146 (a), true and correct copies of all processes, 

pleadings, and orders served in this action are attached hereto and referenced as Exhibits in the 

chart below:

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Exh. Date Document

A 02/13/2020 Summons Issued [Returned 02/24/2020]

B 01/07/2020 Complaint

C 06/19/2020 Plaintiffs' Unopposed Motion for Leave to File Amended Complaint

D 06/30/2020 Amended Complaint

E 07/07/2020 Affidavit of Mohammed Al-Miqdadi

F 04/01/2020 Appearance of John Murphy for Chicago South Loop Holdings III, LLC

G 04/01/2020 Additional Appearance of Matthew Allison for Chicago South Loop 

Holdings III LLC 

H 04/01/2020 Defendant Chicago South Loop Holdings III, LLC's Combined Section 2-

615 and Section 2-619 Motions to Dismiss

I 04/01/2020 Notice of Filing - Defendant Chicago South Loop Holdings III, LLC's 

Combined Section 2-615 and Section 2-619 Motions to Dismiss

J 04/01/2020 Defendant Chicago South Loop Holdings III, LLC's Memorandum in 

Support of Its Combined Section 2-615 and Section 2-619 Motions to 

Dismiss

K 04/01/2020 Notice of Filing - Defendant Chicago South Loop Holdings III, LLC's 

Memorandum in Support of Its Combined Section 2-615 and Section 2-619 

Motions to Dismiss

L 04/21/2020 Motion for Substitution of Judge as a Matter of Right

M 04/23/2020 ORDER - granting Motion for Substitution of Judge as a Matter of Right

N 04/23/2020 REASSIGNMENT ORDER - reassigning Judge Diane M Kelley to the case

O 06/27/2020 ORDER: (i) granting motion to file amended complaint before 7/2/20; (ii) 

voluntary withdrawal of motion to dismiss and answer due by 7/16/20; and 

(iii) if defendant pleads, copy of pleading should be sent to Court via email

P 04/06/2020 Chicago South Loop Holdings III's Jurisdictional Written Interrogatories to 

Each Plaintiff, Other Than QMQQ LLC

Q 04/06/2020 Chicago South Loop Holdings III's Jurisdictional Written Interrogatories to 

Plaintiff QMQQ LLC

R 04/06/2020 Chicago South Loop Holdings III's Rule 216 Requests for Admission to 

Each of the Individual Plaintiffs 

SERVICE OF NOTICE OF REMOVAL

42. Defendant will give notice of the filing of this Notice of Removal to plaintiffs and 

to the Clerk of the Circuit Court of Cook County, County, Illinois, for the action entitled Ali 

Baghdadi et al v General Mediterranean Holding, S.A., Spf; and Chicago South Loop Holdings 

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III, LLC, Docket No, 2020 L 000292. This Notice of Removal is concurrently being served on 

plaintiffs, and defendant shall file with this Court a certificate of service of such notice.

PRAYER FOR REMOVAL

WHEREFORE, defendant, Chicago South Loop Holdings III, LLC, respectfully prays that 

this matter, now pending in the Circuit Court of Cook County, Illinois, be removed to the United 

States District Court for the Northern District of Illinois, Eastern Division. 

Dated: July 9, 2020 Respectfully submitted,

 /s/ John M. Murphy

One of the Attorneys for Defendant, Chicago South 

Loop Holdings III, LLC

John M. Murphy (ARDC # 6199316)

Matthew G. Allison (ARDC # 6228744)

BAKER & McKENZIE LLP

300 East Randolph St., Suite 5000

Chicago, IL 60601

(312) 861-8085

john.murphy@bakermckenzie.com

matthew.allison@bakermckenzie.com

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CERTIFICATE OF SERVICE

The undersigned, an attorney, deposes and states that he caused a copy of the foregoing Notice of 

Removal to be served upon the following counsel, via e-mail, this 9th day of July, 2020: 

Edward T. Joyce

The .Law Offices of Edward T. Joyce & 

 Assoc. PC

135 S. LaSalle St., Suite 2200

Chicago, IL 60603

312-641-2600

rcarroll@joycelaw.com

/s/ John M. Murphy

Attorneys for defendant, Chicago Holdings South 

Loop III, LLC

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