MEMORANDUM OPINION AND ORDER Due to a medical gown procurement deal gone awry, Plaintiff Medlink Legal Systems LLC (“Medlink”) commenced this action for damages and moved to freeze Defendants’ assets pending trial. Pl.’s Br. (Dkt. 8) at 1. Because subject-matter jurisdiction hinges on complete diversity between the parties, Compl. (Dkt. 1) 5, the Court inquired into Medlink’s membership. Order to Show Cause I (Dkt. 12); see Bayerische Landesbank, New York Branch v. Aladdin Capital Mgmt. LLC, 692 F.3d 42, 49 (2d Cir. 2012) (“[A] limited liability company…takes the citizenship of each of its members.”). Plaintiff then revealed two facts that would destroy complete diversity — Medlink’s membership includes Samuel Benjamin, who resides in New York, and Avigail Diverioli, who resides in Florida — because the Defendants are also citizens of either New York or Florida. See Benjamin Decl. II (Dkt. 14). After the Court ordered Medlink to show cause why the case should not be immediately dismissed for lack of subject-matter jurisdiction, Order to Show Cause II (Dkt. 19), Plaintiff recanted, claiming that the jurisdictional allegations in the Benjamin declaration were completely erroneous.1 See Benjamin Decl. III (Dkt. 21); Diverioli Decl. (Dkt. 22). As detailed below, because Plaintiff has failed to carry its burden of establishing subject-matter jurisdiction, the case is dismissed. Medlink bears the burden of demonstrating that this Court has subject matter jurisdiction over the dispute. Shenandoah v. Halbritter, 366 F.3d 89, 91 (2d Cir. 2004) (“A party seeking to invoke the subject matter jurisdiction of a Court has the burden of demonstrating that there is subject matter jurisdiction.”). “[D]iversity jurisdiction is available only when all adverse parties to a litigation are completely diverse in their citizenships.” Herrick Co. v. SCS Commc’ns, Inc., 251 F.3d 315, 322 (2d Cir. 2001). “An individual’s citizenship, within the meaning of the diversity statute, is determined by [her] domicile,” which is “the place where a person has [her] true fixed home and principal establishment, and to which, whenever [she] is absent, [she] has the intention of returning.” Palazzo ex rel. Delmage v. Corio, 232 F.3d 38, 42 (2d Cir. 2000) (citation omitted). The “party alleging that there has been a change of domicile has the burden of proving the required intent to give up the old and take up the new domicile, coupled with an actual acquisition of a residence in the new locality, and must prove those facts by clear and convincing evidence.” Id. (cleaned up); see also Van Buskirk v. United Grp. of Companies, Inc., 935 F.3d 49, 56 n.3 (2d Cir. 2019) (“As a general matter, Plaintiffs must prove complete diversity by a preponderance of the evidence, but a change in domicile by clear and convincing evidence.”). According to Medlink’s latest telling, Samuel Benjamin erroneously believed that he was a member of Medlink, when, in fact, he is a non-member manager whose compensation is determined by a profit-sharing agreement. Benjamin Decl. III 4. Mr. Benjamin, who is an attorney himself, claims that, when Plaintiff’s counsel inquired about the membership of Medlink, he failed to recognize that “membership” in a limited liability company is a term of art. See id. 4 & Ex. 1 (Samuel Benjamin signing email as “Partner” at “The Law Office of Samuel A.Benjamin, Esq. LLC”). Mr. Benjamin submitted emails between himself and a non-party,Efraim Diverioli, who allegedly agreed to Mr. Benjamin’s terms of compensation while acting as a manager of a non-party LLC that was serving as an agent for Medlink. Id. To further support Plaintiff’s new position that Mr. Benjamin is not a member, Avigail Diverioli submitted a declaration claiming to be the sole member of Medlink, Diverioli Decl. 1; no LLC membership certificate or other supporting document has been provided. Medlink also tries to explain away Mr. Benjamin’s previous affirmation that Ms. Diverioli resided in Florida. Mr. Benjamin, reportedly, mistakenly assumed that Ms. Diverioli still resided in Florida, when, in fact, she had moved to California in 2019. Id.
