DNA COMPREHENSIVE THERAPY SERVICES, LLC.

v.

NEXTGEN HEALTHCARE, INC.

Before the Court is Plaintiff DNA Comprehensive Therapy Services, LLC's Amended Complaint. (Doc. 8). As outlined below, the Court dismisses without prejudice Plaintiffs amended complaint for lack of subject-matter jurisdiction.

Federal courts are courts of limited jurisdiction and have “an independent obligation to determine whether subject-matter jurisdiction exists, even in the absence of a challenge from any party.” Arbaugh v. Y.H. Corp., 546 U.S. 500, 514 (2006) (citing Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 583 (1999)). “In a diversity action, the Court must ensure that the plaintiff alleges that the amount in controversy exceeds $75,000 and that the citizenship of the parties is completely diverse.” Kunce v. SPM of Alabama,

LLC, No. 6:25-CV-533-PGB-RMN, 2025 WL 974674, at *1 (M.D. Fla. Apr. 1, 2025). Here, the Court has concerns about Plaintiffs citizenship.

Plaintiff is a limited liability company. As such, it is a citizen of every state in which one of its members is domiciled. See Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C., 374 F. 3d 1020 (11th Cir. 2004). Each of Plaintiff's members must be diverse from Defendant for federal diversity jurisdiction to exist. Flintlock Constr. Servs., LLC v. Well-Come Holdings, LLC, 710 F. 3d 1221, 1224-25 (11th Cir. 2013). When dealing with a limited liability company, it is necessary to “drill down into the ‘ownership flow chart” to determine citizenship. CityPlace Retail, LLC v. Wells Fargo Bank, N.A., No. 20-11748, 2021 WL 3486168, at *3 (11th Cir. July 15, 2021). This is the case no matter how many layers are involved. Purchasing Power, LLC v. Bluestem Brands, LLC, 851 F. 3d 1218, 1220 (11th Cir. 2017) (“[I]t is common for an LLC to be a member of another LLC. Consequently, citizenship of LLCs often ends up looking like a factor tree that exponentially expands every time a member turns out to be another LLC, thereby restarting the process of identifying the members of that LLC").

In its original complaint, Plaintiff failed to identify any of its members. (Doc. 1). So the Court dismissed the complaint without prejudice for failure to establish jurisdiction. (Doc. 7). Plaintiff has since filed an amended complaint (Doc. 8), but it is still jurisdictionally deficient. In it, Plaintiff alleges that it

has five members: Elizabeth Dosoretz (a Florida citizen) and four family trusts, the trustees and beneficiary of which are Florida citizens. (Doc. 8 ¶ 5). This will not do.

Plaintiff cannot simply allege that four of its members are trusts and offer assurances that the trustees of such trusts are Florida citizens. Rather, "the Complaint must identify each of the [LLC's] members and their citizenship." Accident Ins. Co., Inc. v. V&A Drywall & Stucco, Inc., No. 2:20- CV-00407-SPC-MRM, 2020 WL 3128861, at *1 (M.D. Fla. June 12, 2020) (finding insufficient an allegation that each member is a resident of Florida); Rolling Greens, 374 F. 3d at 1022 (explaining “a party must list the citizenships of all the members of the limited liability company”). In other words, Plaintiff must identify each of the four trusts, the trustees and/or beneficiaries of the trusts, and the citizenship of each trustee and beneficiary.

Plaintiff still has not properly established its citizenship. The Court will permit Plaintiff one final chance to do so.

Accordingly, it is now

ORDERED:

1. Plaintiff DNA Comprehensive Therapy Services, LLC's amended complaint (Doc. 8) is DISMISSED without prejudice for lack of subject-matter jurisdiction.

2. Plaintiff may file a second amended complaint on or before August 27, 2025. Failure to do so will cause the Court to close this case without further notice.

DONE and ORDERED in Fort Myers, Florida on August 19, 2025.

Sheri Polster Rappell

SHERI POLSTER CHAPPELL

UNITED STATES DISTRICT JUDGE

Copies: All Parties of Record

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