United States District Court, D. Colorado
ORDER TO SHOW CAUSE
A. BRIMMER United States District Judge
Court takes up this matter sua sponte on the notice
of removal [Docket No. 1] filed by defendant
“Ritz-Carlton Hotel Company, L.L.C.”
(“Ritz-Carlton”). Ritz-Carlton states that the
Court has subject matter jurisdiction over this lawsuit
pursuant to 28 U.S.C. § 1332. Docket No. 1 at 2, ¶
every case and at every stage of the proceeding, a federal
court must satisfy itself as to its own jurisdiction, even if
doing so requires sua sponte action. Citizens
Concerned for Separation of Church & State v. City &
County of Denver, 628 F.2d 1289, 1297 (10th Cir. 1980).
Absent an assurance that jurisdiction exists, a court may not
proceed in a case. See Cunningham v. BHP Petroleum Great
Britain PLC, 427 F.3d 1238, 1245 (10th Cir. 2005).
Courts are well-advised to raise the issue of jurisdiction on
their own, regardless of parties' apparent acquiescence.
First, it is the Court's duty to do so. Tuck v.
United Servs. Auto. Ass'n, 859 F.2d 842, 844 (10th
Cir. 1988). Second, regarding subject matter jurisdiction,
“the consent of the parties is irrelevant, principles
of estoppel do not apply, and a party does not waive the
requirement by failing to challenge jurisdiction.”
Ins. Corp. of Ireland v. Compagnie des Bauxites de
Guinee, 456 U.S. 694, 702 (1982) (internal citations
omitted). Finally, delay in addressing the issue only
compounds the problem if it turns out that, despite much time
and expense having been dedicated to a case, a lack of
jurisdiction causes it to be dismissed or remanded regardless
of the stage it has reached. See U.S. Fire Ins. Co. v.
Pinkard Constr. Co., No. 09-cv-00491-PAB-MJW, 2009 WL
2338116, at *3 (D. Colo. July 28, 2009).
well established that “[t]he party invoking federal
jurisdiction bears the burden of establishing such
jurisdiction as a threshold matter.” Radil v.
Sanborn W. Camps, Inc., 384 F.3d 1220, 1224 (10th Cir.
2004). Ritz-Carlton invokes 28 U.S.C. § 1332 as the
basis for this Court's diversity jurisdiction. Docket No.
1 at 2, ¶ 3. Section 1332(a)(1) states: “The
district courts shall have original jurisdiction of all civil
actions where the matter in controversy exceeds the sum or
value of $75, 000, exclusive of interest and costs, and is
between  citizens of different States.” The facts as
presently averred, however, do not provide sufficient
information regarding defendant Ritz-Carlton's
citizenship or the citizenship of plaintiffs.
notice of removal identifies Ritz-Carlton as a Delaware
corporation with its principal place of business in Maryland.
Docket No. 1 at 2, ¶ 4; see also Docket No. 13
at 2, ¶ 4 (alleging the same in its answer).
Notwithstanding Ritz-Carlton's claim that it is a
corporation, the allegation is almost certainly incorrect.
Compare Del. Code tit. 6, § 18-102 (“The
name of each limited liability company as set forth in its
certificate of formation: (1) Shall contain the words
‘Limited Liability Company' or the abbreviation
‘L.L.C.' or the designation
‘LLC'”); with Del. Code tit. 8,
§ 102(a)(1) (“The name of the corporation, which
(i) shall contain 1 of the words ‘association, '
‘company, ' ‘corporation, ' ‘club,
' ‘foundation, ' ‘fund, '
‘incorporated, ' ‘institute, '
‘society, ' ‘union, ' ‘syndicate,
' or ‘limited, ' (or abbreviations thereof,
with or without punctuation)”). The Court will assume
that Ritz-Carlton is a limited liability company
(“LLC”), not a corporation.
for diversity purposes, “a corporation shall be deemed
to be a citizen of every State and foreign state by which it
has been incorporated and of the State or foreign state where
it has its principal place of business, ” 28 U.S.C.
§ 1332(c)(1); see Carden v. Arkoma Assocs., 494
U.S. 185, 196 (1990),  these considerations are irrelevant to the
determination of the citizenship of an LLC. See Siloam
Springs Hotel, L.L.C. v. Century Sur. Co., 781 F.3d
1233, 1237-38 (10th Cir. 2015) (“[I]n determining the
citizenship of an unincorporated association for purposes of
diversity, federal courts must include all the entities'
when an entity consists of multiple tiers of ownership and
control, the entire structure must be considered for
diversity purposes. In other words, when an entity is
composed of multiple layers of constituent entities, the
citizenship determination requires an exploration of the
citizenship of the constituent entities as far down as
necessary to unravel fully the citizenship of the entity
before the court. See U.S. Advisor, LLC v.
Berkshire Prop. Advisors, No. 09-cv-00697-PAB-CBS, 2009
WL 2055206, at *2 (D. Colo. July 10, 2009); SREI-Miami,
LLC v. Thomas, No. 08-cv-00730-MSK-BNB, 2008 WL 1944322,
at *1 (D. Colo. May 2, 2008); see also Hicklin Eng'g,
L.C. v. Bartell, 439 F.3d 346, 347 (7th Cir. 2006);
Turner Bros. Crane & Rigging, LLC v. Kingboard Chem.
Holding Ltd., 2007 WL 2848154, at *4-5 (M.D. La. Sept.
24, 2007); cf. Carden, 494 U.S. at 195 (“[W]e
reject the contention that to determine, for diversity
purposes, the citizenship of an artificial entity, the court
may consult the citizenship of less than all of the
has not identified its members or the citizenship of those
members. Cf. Fifth Third Bank v. Flatrock 3, LLC,
2010 WL 2998305, at *3 (D.N.J. July 21, 2010) (concluding
that an allegation that “upon information and belief,
the members of [an LLC] are citizens of New York” was
insufficient because plaintiff “failed to identify or
trace the citizenship of each individual member” of the
LLC (internal quotation marks omitted)). The Court is
therefore unable to determine the citizenship of Ritz-Carlton
and whether the Court has jurisdiction. See United States
ex rel. General Rock & Sand Corp. v. Chuska Dev.
Corp., 55 F.3d 1491, 1495 (10th Cir. 1995) (“The
party seeking the exercise of jurisdiction in his favor must
allege in his pleading the facts essential to show
jurisdiction.”) (citations and internal quotation marks
Ritz-Carlton does not show the citizenship of plaintiffs. The
notice of removal states that, “upon information and
belief, ” plaintiffs are citizens of Florida based on
their address listed on the last page of the second amended
complaint. Docket No. 1 at 2, ¶ 4; see also
Docket No. 1-3 at 5. However, domicile, not residency or
mailing address, is determinative of citizenship.
Whitelock v. Leatherman, 460 F.2d 507, 514 (10th
Cir. 1972) (“[A]llegations of mere
‘residence' may not be equated with
‘citizenship' for the purposes of establishing
diversity.”); see also Mississippi Band of Choctaw
Indians v. Holyfield, 490 U.S. 30, 48 (1989)
(“‘Domicile' is not necessarily synonymous
with ‘residence, ' and one can reside in one place
but be domiciled in another.” (citations omitted)).
Moreover, the Court reads Ritz-Carlton's averment of the
citizenship of plaintiffs, made “upon information and
belief, ” to mean that Ritz-Carlton does not have
affirmative knowledge of plaintiffs' citizenship. Such
unsupported allegations do not confer subject matter
jurisdiction over this case. See Yates v. Portofino Real
Estate Props. Co., LLC, No. 08-cv-00324-PAB-MJW, 2009 WL
2588833, at *3 (D. Colo. Aug. 17, 2009) (requiring plaintiff
to “address the citizenship of each of
[defendant's] members without resorting merely to their
‘information and belief' as to the same”);
Pinkard Constr. Co., 2009 WL 2338116, at *3
(allegations made on information and belief “mean that
plaintiffs have no affirmative knowledge of a lack of
foregoing reasons, it is
that, on or before 5:00 p.m. on June 6, 2017, defendant Ritz
Carlton Hotel Company, LLC shall show cause why this case
should not be remanded due to the Court's lack of subject
 A corporation's “principal
place of business” is “the place where a
corporation's officers direct, control, and coordinate
the corporation's activities.” Hertz Corp. ...