Mintvest Capital, LTD v. NYDIG Trust Company et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
MINTVEST CAPITAL, LTD,
Plaintiff
v.
NYDIG 	TRUST 	COMPANY, 	NYDIG
MINING 	LLC, 	and 	STONE 	RIDGE
HOLDINGS GROUP, L.P.,
Defendants
Civil No. 25-1019 (FAB)
MEMORANDUM 	AND 	ORDER
BESOSA, Senior District Judge.
Before 	the 	Court 	are 	plaintiff 	Mintvest 	Capital, 	Ltd.
(“Mintvest”)’s 	“Notice 	of 	Void 	Notice 	of 	Dismissal” 	(Docket
No. 132), 	and 	its 	motion 	to 	vacate 	judgment. 	(Docket 	No. 	134.)
For 	the 	reasons 	set 	forth 	below, 	plaintiff’s 	dismissal 	notice 	is
NOTED (Docket No. 132), and its motion to vacate judgment is DENIED
(Docket No. 134.)
On November 25, 2025, DB Mtg., LLC (“DBM”)’s attorneys filed
an 	appearance 	and 	a 	stipulation 	of 	dismissal 	pursuant 	to 	Federal
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 1 of 7

Civil No. 25-1019 (FAB) 	2
Rule 	of 	Civil 	Procedure 	41(a)1 	(“Rule 	41(a)”). 	(Docket 	No. 	124,
Docket 	No. 	125, 	Docket 	No. 	126.) 	DBM 	notified 	the 	Court 	that 	it
had 	become 	the 	real 	party 	in 	interest 	after 	it 	had 	bought 	the
rights, 	title 	and 	interests 	of 	Mintvest 	at 	a 	public 	auction 	in
Florida. 	(Docket No. 126.) 	DBM stated that, as the real party in
interest, 	it 	had 	reached 	a 	settlement 	with 	defendants, 	and
requested 	that 	the 	action 	be 	dismissed 	with 	prejudice. 	Id. 	The
same 	day, 	the 	Court 	entered 	judgment 	dismissing 	the 	case 	with
prejudice. 	(Docket No. 128; Docket No. 129.) 	DBM did not move to
substitute 	itself 	for 	Mintvest 	pursuant 	to 	Rule 	25(c)2 	or 	become
a party in the case.
On December 9, 2025, Mintvest filed a notice arguing that the
stipulation 	of 	dismissal 	is 	void 	because 	Rule 	41(a) 	required 	the
1 Federal Rule of Civil Procedure 41 states, in relevant part:
(a)Voluntary Dismissal
(1) 	By the Plaintiff.
(A) Without 	a 	Court 	Order. Subject 	to 	Rules 	23(e),
23.1(c), 23.2, 	and 66 and 	any 	applicable 	federal 	statute, 	the
plaintiff may dismiss an action without a court order by filing:
(i) 	a 	notice 	of 	dismissal 	before 	the 	opposing 	party
serves either an answer or a motion for summary judgment; or
(ii) 	a 	stipulation 	of 	dismissal 	signed 	by 	all 	parties
who have appeared.
2 “If 	an 	interest 	is 	transferred, 	the 	action 	may 	be 	continued 	by 	or
against 	the 	original 	party 	unless 	the 	court, 	on 	motion, 	orders 	the
transferee to be substituted in the action or joined with the original
party.” 	Fed. R. Civ. P. 25(c).
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 2 of 7

Civil No. 25-1019 (FAB) 	3
signature of all parties, including Mintvest’s, and that DBM could
not stipulate to dismiss the case because it is not a party in the
action. 	(Docket No. 132.) 	Two days later, Mintvest filed a motion
to vacate the judgment. 	(Docket No. 134.) 	It argued the judgment
should 	be 	vacated 	for 	three 	reasons: 	(1) 	the 	stipulation 	of
dismissal 	lacked 	its 	signature 	as 	required 	by 	Rule 	41(a); 	(2) 	as
a 	non-party, 	DBM 	could 	not 	file 	a 	stipulation; 	and 	(3) 	the 	Texas
judgment which allowed the sale of Mintvest’s interests in Florida
is 	null 	and 	void. 	Id. 	DBM 	opposed 	(Docket 	No. 	140; 	Docket
No. 144), 	Mintvest 	replied 	(Docket 	No. 	148; 	Docket 	No. 	157), 	and
DBM sur-replied (Docket No. 164, Docket No. 167).
Before 	addressing 	Mintvest’s 	arguments 	for 	vacating 	the
judgment, 	the 	Court 	will 	first 	address 	DBM’s 	argument 	that 	the
Court 	lacks 	subject 	matter 	jurisdiction 	because 	there 	is 	no
complete 	diversity 	pursuant 	to 	28 	U.S.C. 	§ 	1332. 	See 	Docket
No. 144 at pp. 4-5. 	Although DBM is not a party, “[i]t is black-
letter 	law 	that 	a 	federal 	court 	has 	an 	obligation 	to 	inquire 	sua
sponte 	into 	its 	own 	subject 	matter 	jurisdiction.” 	McCulloh 	v.
Vélez, 	364 	F.3d 	1, 	5 	(1st. 	Cir. 	2004); 	González 	Tomasini 	v. 	U.S.
Postal 	Servs., 	Civ. 	No. 	17-1552, 	2022 	WL 	2819974, 	at 	*3 	(D.P.R.
July 19, 2022).
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 3 of 7

Civil No. 25-1019 (FAB) 	4
Mintvest’s 	complaint 	was 	based 	on 	diversity 	jurisdiction
pursuant to 28 U.S.C. § 1332.3 	See Docket No. 1 at p. 2. 	Section
1332 states that for diversity jurisdiction to attach the parties
must be citizens of different states and the amount in controversy
must exceed $75,000. 	28 U.S.C. § 1332. 	“[A] person is a citizen
of 	the 	state 	in 	which 	he 	is 	domiciled.” 	Bank 	One, 	Texas 	v. 	N.A.
Montle, 964 F.2d 48, 49 (1st Cir. 1992). 	The citizenship of legal
entities, 	not 	including 	a 	corporation,4 	is 	generally 	the
citizenship 	of 	all 	the 	entity’s 	members. 	Specifically 	relevant
here, 	a 	limited 	partnership’s 	citizenship 	is 	determined 	by 	the
citizenship 	of 	all 	its 	members. 	See 	BRT 	Mgmt. 	LLC 	v. 	Malden
Storage LLC, 68 F.4th 691, 695–96 (1st Cir. 2023) (“[N]on-corporate
legal entities take the citizenship of their members.”).
According 	to 	the 	complaint, 	Mintvest 	is 	incorporated 	in 	the
state of Delaware. 	(Docket No. 1 at p. 1.) 	Mintvest is therefore
a citizen of Delaware. 	To determine the defendants’ citizenships,
the Court looks at the amended corporate disclosure. 	According to
3 During the Initial Scheduling Conference with Magistrate Judge López
on 	June 	12, 	2025, 	Mintvest 	conceded 	that 	there 	was 	no 	diversity
jurisdiction. 	(Docket 	No. 	98; 	Docket 	No. 	99 	at 	p. 	6.) 	Despite 	the
concession, 	Court 	will 	analyze 	whether 	there 	is 	subject 	matter
jurisdiction.
4 Corporations 	are 	“considered 	a 	citizen 	of 	the 	State 	where 	it 	has 	its
principal 	place 	of 	business,” 	as 	well 	as 	a 	citizen 	of 	its 	state 	of
incorporation. 	Americold 	Realty 	Tr. 	v. 	Conagra 	Foods, 	Inc., 	577 	U.S.
378, 381, (2016); 28 U.S.C. § 1332(c).
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 4 of 7

Civil No. 25-1019 (FAB) 	5
the disclosure, Stone Ridge Holdings Group, LP (“Stone Ridge”) is
a 	limited 	partnership 	organized 	under 	the 	laws 	of 	the 	state 	of
Delaware, 	and 	one 	of 	Stone 	Ridge’s 	members 	is 	New 	York 	Life
Insurance and Annuity Corporation, which is a corporation that is
incorporated 	and 	exists 	under 	the 	laws 	of 	the 	State 	of 	Delaware.
(Docket 	No. 	51 	at 	p. 	1.) 	Because 	New 	York 	Life 	Insurance 	and
Annuity Corporation is a citizen of Delaware, Stone Ridge is also
a 	citizen 	of 	Delaware 	for 	diversity 	purposes. 	Id. 	The 	other
defendants, 	however, 	are 	also 	limited 	liability 	companies 	and
according 	to 	the 	defendants, 	Stone 	Ridge 	is 	a 	member 	of 	these
limited liability companies. 	See Docket No. 51. 	Thus, it appears
that 	all 	defendants 	are 	citizens 	of 	Delaware 	and 	there 	is 	no
diversity 	of 	citizenship 	among 	all 	the 	parties. 	The 	Court 	lacks
subject-matter jurisdiction, which results in a dismissal without
prejudice. 	See 	Ceballos-Germosen 	v. 	Doctor’s 	Hosp. 	Ctr. 	Manatí,
62 F.Supp.3d 224, 233 (D.P.R. 2014) (Gelpí, J.). 	(“[A] dismissal
for lack of subject matter jurisdiction is not a dismissal on the
merits and has no res judicata effect.”).
At 	this 	stage 	in 	the 	case, 	Mintvest’s 	previous 	attempt 	to
amend 	the 	complaint 	to 	include 	federal 	claims 	and 	create 	federal
question 	jurisdiction 	would 	be 	futile. 	See 	Docket 	No. 	54.
Mintvest filed another civil action in this district with the same
federal causes of actions, parties and allegations as the proposed
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 5 of 7

Civil No. 25-1019 (FAB) 	6
amended 	complaint. 	Compare 	Docket 	No. 	1 	with 	Civ. 	Case 	No. 	25-
1346 	(PAD), 	Docket 	No. 	4. 	That 	second 	case 	has 	since 	been
dismissed 	with 	prejudice 	and 	the 	federal 	claims 	alleged 	there
cannot 	be 	relitigated 	here. 	See 	id.; 	see 	also 	Allen 	v. 	McCurry,
449 U.S. 90, 94 (1980) (“[A] final judgment of an action precludes
the parties or their privies from relitigating issues that were or
could 	have 	been 	raised 	in 	that 	action.”). 	There 	is, 	however, 	no
preclusive effect concerning the state law claims alleged in this case
because those alleged in this case differ from those in the case before
Judge Pedro Delgado. 	Compare Docket No. 1 with Civ. Case No. 25-1346
(PAD), 	Docket 	No. 	4. 	Accordingly, 	because 	the 	Court 	lacks 	subject
matter jurisdiction here, the Court will enter an amended judgment
reflecting that the case is dismissed without prejudice.5
Because the Court does not have subject matter jurisdiction,
it 	need 	not 	address 	Mintvest’s 	notice 	that 	the 	stipulation 	of
dismissal is void, and Mintvest’s motion to vacate judgment. 	The
Court merely notes that DBM is not a party in the case and cannot
stipulate a dismissal. 	See Fed. R. Civ. P. 41(a) (“[T]he plaintiff
may 	dismiss 	the 	case 	without 	a 	court 	order 	by 	filing 	. 	. 	. 	a
stipulation of dismissal signed by all parties who have appeared.”)
5 In its motion, Mintvest raised an argument that the sale of Mintvest’s
interests in Florida was based on a void judgment from Texas. 	(Docket
No. 	134 	at 	pp. 	5-12.) 	Because 	the 	Court 	lacks 	subject 	matter
jurisdiction, 	it 	will 	not 	analyze 	or 	comment 	on 	the 	validity 	of 	the
judgment.
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 6 of 7

Civil No. 25-1019 (FAB) 	7
(emphasis added); United States v. Transocean Air Lines, Inc., 356
F.2d 702, 704-05 (5th Cir. 1966) (stating that a trustee who fails
to file a motion pursuant to Rule 25(c) and become a party in the
case 	cannot 	stipulate 	a 	dismissal 	under 	Rule 	41(a) 	“even 	though
there had been an effort to secure a dismissal by stipulation.”).
Accordingly, 	plaintiff 	Mintvest’s 	“Notice 	of 	Void 	Notice 	of
Dismissal” 	is 	NOTED 	(Docket 	No. 	132), 	and 	its 	motion 	to 	vacate
judgment pursuant to Rule 60(b) is DENIED. 	(Docket No. 134.)
An 	amended 	judgment 	dismissing 	this 	case 	without 	prejudice
shall be issued.
IT IS SO ORDERED.
San Juan, Puerto Rico, February 23, 2026.
s/ Francisco A. Besosa
FRANCISCO A. BESOSA
SENIOR UNITED STATES DISTRICT JUDGE
Case 3:25-cv-01019-FAB Document 172 Filed 02/23/26 Page 7 of 7