District Judge Julia E. Kobick: ELECTRONIC ORDER entered. On August 29, 2024, plaintiff Costas Provisions Corp. filed motions for default judgment against some of the defendants—namely, United Global Holdings Inc. ("UGH"), United Global Trading Corp. ("UGT"), and CV2 Labs LLC. ECF 31 , 32 . Those motions were denied without prejudice on October 30, 2024 because Costas had not established that the Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332(a). ECF 33 . Costas took no further action to pursue this case over the next four months. On March 3, 2025, the Court ordered Costas to show cause why the case should not be dismissed for failure to prosecute or for lack of subject matter jurisdiction. ECF 34. On March 23, 2025, Costas responded to this order with additional facts regarding the defendants' citizenship. ECF 35 .
The Court concludes that Costas still has not alleged adequate facts to assure the Court of its subject matter jurisdiction. As an initial matter, Costas has failed to establish its own citizenship because the complaint and Costas' corporate disclosure statement list its "registered address," but not its "principal place of business." See BRT Mgmt. LLC v. Malden Storage LLC, 68 F.4th 691, 696 (1st Cir. 2023) ("[A] corporation is 'considered a citizen of the State where it has its principal place of business,' as well as a citizen of its state of incorporation." (quoting Americold Realty Tr. v. Conagra Foods, Inc., 577 U.S. 378, 381 (2016))); ECF 1 , ¶ 1 (describing Costas as a "registered Massachusetts Corporation having a registered address [in Massachusetts]"); ECF 2 (same).
While Costas has presented facts sufficient to demonstrate the citizenship of defendants UGH, UGT, Jason Duncan, and Sean Price, it has failed to establish CV2 Labs' citizenship. Because CV2 Labs is a limited liability company, its citizenship is determined by the citizenship of each of its members. BRT Mgmt. LLC, 68 F.4th at 696. Costas has offered three pieces of evidence to identify CV2 Labs' members and their citizenship: (1) CV2 Labs' certificate of organization and articles of organization filed with the Georgia Corporations Division; (2) CV2 Labs' annual registration filed with the Georgia Corporations Division on January 5, 2023; and (3) CV2 Labs' waiver of the service of summons filed in another case in the District of New Jersey. ECF 35 , at 3-4; ECF 35-1, at 9-12. None of these documents lists all of CV2 Labs' members. The articles of organization and annual registration list organizers of the company, but under Georgia law, "[a]n organizer need not be a member of the limited liability company at the time of formation or thereafter." Ga. Code Ann. § 14-11-203(b); see ECF 35-1, at 10-11. And the waiver of summons lists Jason Duncan as a representative of CV2 Labs, not as the sole member of the LLC. ECF 35-1, at 12. Costas has therefore failed to identify CV2 Labs' members, as it must to establish CV2 Labs' citizenship, and, accordingly, has not satisfied the Court of its subject matter jurisdiction over this case.
In its response to the order to show cause, Costas asked that the Court allow it to conduct limited jurisdictional discovery, should its allegations be found insufficient to establish the Court's subject matter jurisdiction. See ECF 35 , at 4. To obtain jurisdictional discovery, Costas "must make 'a colorable claim of jurisdiction' and must show that it 'has been diligent in preserving [its] rights to be entitled to jurisdictional discovery.'" Motus, LLC v. CarData Consultants, Inc., 23 F.4th 115, 128 (1st Cir. 2022) (quoting United States v. Swiss Am. Bank, Ltd., 274 F.3d 610, 625-27 (... (truncated)