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Centers v. Armco

April 18, 2007

WILLIAM L. CENTERS, PLAINTIFF.
v.
ARMCO, LLC, DEFENDANT.



The opinion of the court was delivered by: Matthew F. Kennelly, District Judge

MEMORANDUM OPINION AND ORDER

William Centers has filed a one count complaint against Armco, LLC, alleging that Armco is in default on a promissory note in which it promised to pay him, on demand, $400,019, plus interest. Centers has moved for summary judgment.

As an initial matter, while finalizing this ruling, the Court realized that the facts establishing federal subject matter jurisdiction had not yet been fully set forth in the parties' pleadings. Though both sides agreed that the Court has diversity jurisdiction, see Compl. ¶3; Answer ¶3, neither the complaint nor the answer fully described Armco's citizenship. To establish the Court's jurisdiction, more is required than simply a statement that Armco "is an Illinois limited liability corporation." Compl. ¶ 2. For purposes of diversity jurisdiction, a "limited liability company" is a citizen of every state of which any of its members is a citizen. See Mutual Assignment & Indemnification Co. v. Lind-Waldock & Co., LLC, 364 F.3d 858, 861 (7th Cir. 2004); Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998).

When the Court discovered this defect, it arranged a conference call with both sides' counsel, advised them of the problem, and directed the filing of a complete description of Armco's citizenship as of the date Centers filed suit. On April 17, 2007, Armco filed a statement that its members as of the date the suit was filed were both Illinois citizens, making Armco itself an Illinois citizen. Because the complaint identifies Centers as a citizen of Michigan, complete diversity of citizenship existed when the case was filed, and as a result the Court has jurisdiction of the case.

For the reasons stated below, the Court denies Centers' motion for summary judgment.

Facts

Because Centers has moved for summary judgment, the Court views the facts in the light most favorable to Armco and draws reasonable inferences in its favor. See, e.g., Carreon v. Ill. Dep't of Human Services., 395 F.3d 786, 790 (7th Cir. 2005).

Centers was an investor in and a lender to Armco. A letter of intent dated March 14, 2006, the terms of which the Court will discuss shortly, recited the history of their relationship:

- St. Andrews Circle, LLC ("SAC"), an entity controlled by Centers, made an equity contribution of $781,822 to Armco in return for a 50% share of the company.

- In January 2001, SAC loaned $918,178 to Armco.

- In January 2001, Centers loaned $800,000 to Armco's manager Greg Ponte; the loan proceeds were used by or for Armco.

- In 2004, Wells Fargo Bank loaned $5,000,000 to Greg Ponte and SAC; the proceeds of this loan were used by or for Armco. Centers personally guarantied the loan.

- In November 2005, Centers loaned $400,038 to Armco. Of this, ...


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