Tri-County Metropolitan Transportation v. Butler Block, LLC

MEMORANDUM *

Tri-County Metropolitan Transportation District of Oregon (Tri-County) appeals the district court’s dismissal of its action against Butler Block, LLC (Butler) for lack of subject matter jurisdiction. We have jurisdiction pursuant to 28 U.S.C. § 1291 , and affirm.

Regardless of whether one looks to Delaware law or Oregon law to determine the effect of SIP Management, LLC’s (SIP) administrative dissolution, it remains a member of Butler. See Del.Code tit. 6, §§ 18-304(2) & 18-801 (a)(l-5) (indicating-membership is terminated upon dissolution but not defining dissolution in a way that includes a temporary administrative dissolution for the failure to pay fees); Or .Rev. Stat. § 63.637(1-2) (indicating an administratively dissolved company “continues its existence” and that administrative dissolution does not “[p]revent commencement of a proceeding by or against the limited liability company in its limited liability company name”).

Because SIP was still a member of Butler at the time Tri-County filed suit, SIP’s *709 citizenship was relevant for purposes of determining diversity of citizenship. As a limited liability company, Butler is deemed to be a citizen of all…