GS 39th LLC v. Golden Bear Insurance Company

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Chief Judge Philip A. Brimmer
Civil Action No. 25-cv-04087-PAB
GS 39TH LLC,
Plaintiff,
v.
GOLDEN BEAR INSURANCE COMPANY,
Defendant.
ORDER
This matter is before the Court on Plaintiff’s Rule 7.1 Disclosure Statement and
Request to Remand [Docket No. 14]. Defendant filed a response. Docket No. 15.
On December 19, 2025, defendant removed this case from the District Court for
Denver County, Colorado. Docket No. 1 at 1-2, ¶ 1. In the notice of removal, defendant
represented that the Court has diversity jurisdiction over this case pursuant to 28 U.S.C.
§ 1332. Id. at 3-4, ¶¶ 9-13. Defendant alleged plaintiff’s citizenship as follows:
At the time of the filing of the complaint and as of the date of the filing of this
Notice of Removal, GS 39th was and is a Colorado company with its principal
place of business at 2437 1/2 University Blvd, Houston, Texas, whose ultimate
owner is Morningside Capital Management, Inc., a corporation formed under the
laws of the State of Texas also having a principal place of business at 2437 1/2
University Blvd, Houston, Texas. Plaintiff GS 39th is therefore a citizen of Texas.
Id. at 3-4, ¶ 11.
On January 9, 2026, the Court ordered plaintiff to file a disclosure statement
pursuant to Fed. R. Civ. P. 7.1. Docket No. 11. The Court noted that plaintiff’s
citizenship, as a limited liability corporation, is not determined by its state of organization
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or principal place of business, but by the citizenship of its members. Id. (citing Siloam
Springs Hotel, LLC v. Century Sur. Co., 781 F.3d 1233, 1237-38 (10th Cir. 2015)).
On January 14, 2026, plaintiff filed its Rule 7.1 disclosure statement in response
to the Court’s order. Docket No. 14. In plaintiff’s Rule 7.1 disclosure, plaintiff discloses
the citizenship of some of its members, but notes that many of plaintiff’s members are
“LLCs and/or trusts” for which plaintiff “does not possess knowledge of the complete
membership.” Id. at 1-2, ¶¶ 2-3. Plaintiff contends it has “no ownership interest in those
entities” for which it does not possess citizenship information. Id. at 3-4, ¶ 3. As a
result, plaintiff “cannot presently identify every individual and/or corporation that may
have an ownership interest ‘up the chain’ from its members.” Id. Plaintiff argues that,
because plaintiff “cannot presently demonstrate to this Court that the parties are in fact
completely diverse,” “[i]t also means Defendants could not have had a reasonable basis
to believe the parties were completely diverse, and it failed to carry its burden to
demonstrate in its notice of removal that it is in fact diverse” from plaintiff. Id. at 3, ¶ 4.
On January 20, 2026, defendant filed an objection to plaintiff’s Rule 7.1
disclosure. Docket No. 15. Defendant argues that Rule 7.1(a) imposes a mandatory
duty upon plaintiff to file a disclosure statement that identifies its citizenship. Id. at 5.
Defendant argues that a party “cannot opt out of FRCP 7.1(a) disclosures because it
does not want to (or try to) uncover and disclose the required information.” Id.
Defendant asks that the Court require plaintiff to file an amended Rule 7.1 disclosure,
noting that it “reserves the right to request jurisdictional discovery should GS 39th’s
amended Disclosure Statement remains inconclusive.” Id. at 6.
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Defendant, as the removing party, “bear[s] the burden of establishing jurisdiction
by a preponderance of the evidence.” Dutcher v. Matheson, 733 F.3d 980, 985 (10th
Cir. 2013). Rule 7.1 “does not relieve the party invoking the court’s jurisdiction of its
burden to demonstrate jurisdiction is satisfied.” Tapia Promotions, LLC v. Kelly, 2025
WL 2937073, at *3 (D.N.M. Sept. 26, 2025). However, as the advisory committee noted
in amending Rule 7.1 in 2022, a “party suing an LLC may not have all the information it
needs to plead the LLC’s citizenship” and plaintiff’s disclosure “is necessary both to
ensure that diversity jurisdiction exists and to protect against the waste that may occur
upon belated discovery of a diversity-destroying citizenship.” Fed. R. Civ. P. 7.1(a)(2),
advisory committee’s note to 2022 amendment.
Plaintiff’s Rule 7.1 disclosure is insufficient because it does not “drill down
through each layer of ownership, showing the citizenship of each member.” SREI-
Miami, LLC v. Thomas, No. 08-cv-00730-MSK-BNB, 2008 WL 1944322, at *1 (D. Colo.
May 2, 2008). “While the party seeking to invoke the Court’s jurisdiction bears the
burden of proving the existence of federal jurisdiction, . . . the Supreme Court's adoption
of Rule 7.1(a)(2) now places an independent obligation on an entity party to provide
certain ownership information unilaterally and without regard to a discovery request.”
Carr v. IF&P Holding Co., LLC, 2024 WL 2207487, at *3 (E.D. La. May 16, 2024), report
and recommendation adopted, 2024 WL 3385184 (E.D. La. June 5, 2024). Plaintiff’s
assertion that it does not possess knowledge of its complete citizenship does not relieve
it of its obligation under Rule 7.1. See id. at *4 (despite defendant’s LLC entity member
refusing to provide citizenship information, the court found that defendant had to “take
the necessary steps to ascertain” the citizenship of its LLC entity member, “including the
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issuance of subpoenas”). Accordingly, plaintiff must file a Rule 7.1 disclosure that
identifies the citizenship of all of its members. 1
Therefore, it is
ORDERED that on or before February 17, 2026, plaintiff shall file an amended
disclosure statement in accordance with Rule 7.1 identifying the citizenship of all of its
members at the time of filing the complaint and at the time of removal
DATED February 3, 2026.
BY THE COURT:
___________________________
PHILIP A. BRIMMER
Chief United States District Judge
1 Defendant represents that it “reserves the right to request jurisdictional
discovery.” Docket No. 15 at 2. The 2022 Advisory Committee contemplates the
authorization of jurisdictional discovery:
Discovery should not often be necessary after disclosures are made. But
discovery may be appropriate to test jurisdictional facts by inquiring into such
matters as the completeness of a disclosure’s list of persons or the accuracy of
their described citizenships. This rule does not address the questions that may
arise when a disclosure statement or discovery responses indicate that the party
or intervenor cannot ascertain the citizenship of every individual or entity whose
citizenship may be attributed to it.
Fed. R. Civ. P. 7.1(a)(2), advisory committee’s note to 2022 amendment. Plaintiff does
not represent that it “cannot ascertain the citizenship of every individual or entity whose
citizenship may be attributed to it.” See id. Rather, plaintiff represents that it lacks
knowledge of its complete citizenship at this time, but does not explain why it cannot
ascertain such information. Specifically, plaintiff states that, “because GS has no
ownership interest in those entities, GS does not possess knowledge of the complete
membership of those LLCs at the time it filed this action and/or at the time Defendant
removed it to this Court. Nor does GS have knowledge of who all may have served as
the trustee or had beneficial interests in any trust at the time GS filed its complaint or at
the time Defendant removed the same to this Court.” Docket No. 14 at 2, ¶ 3. If plaintiff
does not comply with its independent obligation under Rule 7.1, the Court may
authorize defendant to engage in jurisdictional discovery and grant leave for defendant
to seek reimbursement of discovery costs from plaintiff.
____________________________
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