D.B. Zwirn Special Opportunities Fund, L.P v. Vikas Mehrotra

D.B. Zwirn Special Opportunities Fund, L.P., now known as Fortress Value Recovery Fund I, LLC (“Zwirn”), brought this action against Vikas Mehrotra, an investment fund manager. The suit was brought originally in Massachusetts state court on May 7, 2010. The complaint alleged various fraud claims under Massachusetts law against Mr. Mehrotra, specifically, that he assisted an associate, Dinesh Dalmia, in defrauding Zwirn of approximately $7.5 million. On June 11, 2010, Mr. Mehrotra removed the action to the United States District Court for the District of Massachusetts, contending that the district court had jurisdiction because the parties were citizens of different states and the amount in controversy exceeded $75,000. See 28 U.S.C. _§ 1332, 1441. On January 31, 2011, the district court granted Mr. Mehrotra’s motion to dismiss, holding that Zwirn’s complaint was filed after the statute of limitations had expired and that Zwirn had not alleged facts sufficient to support tolling the limitations period. Zwirn then appealed the district court’s judgment to this court.*fn2

Mr. Mehrotra is a citizen of the State of Rhode Island. The notice of removal alleged that the plaintiff, Zwirn, “is a Delaware limited liability company with a principal place of business in New York, New York.” At oral argument, we noted that the allegations in the notice of removal were insufficient to establish that the parties were diverse for purposes of diversity jurisdiction because the citizenship of a limited liability company “is determined by the citizenship of all of its members.” Pramco, LLC ex rel. CFSC Consortium, LLC v. San Juan Bay Marina, Inc., 435 F.3d 51, 54 (1st Cir. 2006) (citing Carden v. Arkoma Assocs., 494 U.S. 185, 195-96 (1990)). We therefore instructed counsel for Zwirn to file “an affidavit of jurisdictional facts describing the identities and place of citizenship of each and all of the [members]*fn3 as of the date of removal, which is the date that controls.” This filing was to be under seal. We then instructed counsel for Mr. Mehrotra to advise us if he contested the contents of that affidavit.