McAdam Props., LLC v. Dunkin' Donuts Franchising, LLC
Decision Date | 21 February 2018 |
Docket Number | Case No.: 2:17–CV–2088–VEH |
Citation | 290 F.Supp.3d 1279 |
Parties | MCADAM PROPERTIES, LLC, Plaintiff, v. DUNKIN' DONUTS FRANCHISING, LLC; Dunkin' Brands Group, Inc., Defendant. |
Court | U.S. District Court — Northern District of Alabama |
Charles A. Dauphin, Dauphin Paris LLC, Birmingham, AL, for Plaintiff.
David Worthen, Jonathan Labukas, Quarles & Brady LLP, Washington, DC, James N. Walter, Jr., Capell & Howard PC, Montgomery, AL, for Defendant.
The case comes before the Court on the Motion To Remand filed by the Plaintiff (the "Motion"). (Doc. 16). Oral argument was held on the motion on February 15, 2018. For the reasons stated herein and at oral argument, the Motion will be GRANTED and this case will be REMANDED to the Circuit Court of Jefferson County, Alabama.
This civil action was filed on May 25, 2016, in the Circuit Court of Jefferson County, Alabama by the Plaintiff, McAdam Properties, LLC, against the following Defendants: Barista Food Service, LLC ("Barista"); Dunkin' Donuts; and Dunkin' Brands Group, Inc. ("Dunkin Brands") (Doc. 1–1)(Doc. 1–1). The case arises out of a lease agreement between the Plaintiff and Barista, a potential franchisee of a "Dunkin' Donuts" franchise, which prompted the Plaintiff to construct part of its shopping center to the particular specifications required of a Dunkin' Donuts store. In October of 2014, after construction had begun, but before construction was completed, "Barista ... informed McAdam Properties that Barista ... would not be taking possession of the premises and that Dunkin' Donuts would take assignment of the lease agreement." (Doc. 1–1 at 3, ¶ 8). The Plaintiff claims it was injured when, in May of 2015, after it completed construction, "Dunkin' Donuts informed McAdam Properties that it would not take assignment of the lease unless it could obtain a franchisee to become a substitute for Barista." (Doc. 1–1 at 4, ¶ 11). The Complaint sets out a claim for fraud (Count One) against all Defendants, and a claim for suppression (Count Two) against only Dunkin' Donuts and Dunkin's Brands.
The Defendants allege that on November 21, 2017, complete diversity of citizenship pursuant to 28 U.S.C. § 1332 was created when the state court dismissed Barista on the Plaintiff's motion. (Doc. 1–9 at 284). The remaining Defendants removed the case to this Court on December 13, 2017. (Doc. 1).
On January 5, 2018, based on the representation by the Defendant that (doc. 1 at 1), this Court Ordered that "Dunkin' Donuts Franchising LLC" be substituted as a Defendant in place of the Defendant named "Dunkin' Donuts." (Doc. 9 at 2). The current Defendants are now Dunkin' Donuts Franchising, LLC and Dunkin' Brands Group, Inc.
In the Order substituting parties, this Court also wrote:
With that change, the Notice of Removal, as currently written, does not satisfactorily establish the Court's jurisdiction over the action. Accordingly, no later than January 19, 2018, the removing parties are ORDERED to file with this court a Notice establishing this Court's jurisdiction according to the standard enunciated by the Eleventh Circuit in Rolling Greens MHP, L.P. v. Comcast SCH Holdings LLC , 374 F.3d 1020 (11th Cir. 2004). Specifically, that case held that, in order to establish diversity, if a limited liability company is a party, the names and states of domicile of each member of the limited liability company must be listed.
(Doc. 9 at 2–3). Thereafter, on January 11, 2018, the Defendants filed document 11 which states, in pertinent part:
Put more simply, the Plaintiff, as an LLC, is a citizen of Alabama, the only state in which its only member is a citizen. Defendant Dunkin' Brands Group, Inc. is a Delaware corporation with its principal place of business in Massachusetts. Therefore, it is a citizen of the states of Delaware and Massachusetts. See , Life of the S. Ins. Co. v. Carzell , 851 F.3d 1341, 1344 (11th Cir. 2017) (citing 28 U.S.C. § 1332(c)(1) ) (corporation is a citizen of the state of its incorporation and its principal place of business).
Dunkin' Donuts Franchising LLC is the last in a long chain of LLCs each of which is the sole member of the next. However, the sole member of the first LLC in the chain, Dunkin' Donuts LLC, is Dunkin' Brands Holdings, Inc., which is a citizen of both Delaware and Massachusetts. Because this citizenship is then imputed to each LLC up the chain, Dunkin' Donuts Franchising LLC is also a citizen of both Delaware and Massachusetts.
Kokkonen v. Guardian Life Ins. Co. of America , 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994). For removal to be proper, the court must have subject-matter jurisdiction in the case. "Only state-court actions that originally could have been filed in federal court may be removed to federal court by the Defendant." Caterpillar Inc. v. Williams , 482 U.S. 386, 392, 107 S.Ct. 2425, 96 L.Ed.2d 318 (1987). In addition, the removal statute must be strictly construed against removal, and any doubts should be resolved in favor of remand. See, City of Vestavia Hills v. Gen. Fid. Ins. Co. , 676 F.3d 1310, 1313 (11th Cir. 2012) () (citation omitted).
"In removal cases, the burden is on the party who sought removal to demonstrate that federal jurisdiction exists." Friedman v. New York Life Ins. Co. , 410 F.3d 1350, 1353 (11th Cir. 2005) (citation omitted); Williams v. Best Buy Co. , 269 F.3d 1316, 1319 (11th Cir.2001).
That burden goes not only to the issue of federal jurisdiction, but also to questions of compliance with statutes governing the exercise of the right of removal. Albonetti v. GAF Corporation–Chemical Group , 520 F.Supp. 825, 827 (S.D. Texas 1981) ; Jennings Clothiers of Ft. Dodge, Inc. v. U.S. Fidelity & Guaranty Co. , 496 F.Supp. 1254, 1255 (N.D.Iowa 1980) ; Fort v. Ralston Purina Company , 452 F.Supp. 241, 242 (E.D.Tenn.1978).
Parker v. Brown , 570 F.Supp. 640, 642 (S.D. Ohio 1983).
Sierminski v. Transouth Financial Corp. , 216 F.3d 945, 949 (11th Cir. 2000).
As noted above, the Defendants...
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