United States District Court, S.D. New York
June 9, 2004.
457 MADISON AVENUE CORP., Plaintiff,
AMEDEO HOTELS LIMITED PARTNERSHIP, Defendant.
The opinion of the court was delivered by: MICHAEL MUKASEY, Chief Judge, District
OPINION AND ORDER
This order confirms decisions taken at a conference on June 9,
2004, as follows:
1. Plaintiff's motion to remand this case to the courts of the
State of New York is denied. Defendant Amedeo Hotels Limited
Partnership is, its name suggests, a limited partnership, whose
citizenship, for diversity purposes, is determined by the
citizenship of its partners. It appears from the materials
submitted to the court that both the general partner of defendant
Amedeo Hotels Limited Partnership, PH Partners, Inc., and its
sole limited partner, Palace Holdings, Inc., are limited
liability entities created under the laws of the State of
Delaware, which observe corporate formalities under the laws of
that state and conduct their corporate activities, albeit
limited, in that state, or in California, where the sole director
and officer of those entities resides. They do not, as plaintiff
suggests, conduct their activities in New York. Nothing in Taber
Partners v. Merit Builders, Inc., 987 F.2d 57 (1st Cir. 1993),
is to the contrary. Indeed, in that case, even though a
partnership that ran a hotel in Puerto Rico delegated to its partners the
task of managing the hotel, their activities in so doing did not
destroy diversity, so long as the entities involved maintained
their separate existence and observed corporate formalities.
Id. at 62-63. Nothing in this record raises any doubt that the
Delaware entities involved here maintain their separate
identities in Delaware and conduct their corporate activities,
such as they are, in Delaware. No more is required.
2. The temporary restraining order previously issued in this
case is continued pending further order of the court.
3. The parties will complete their exchange of documents by
July 9, 2004, and will complete fact discovery by September 10,
2004. They will exchange expert reports by October 1, 2004 and
will complete discovery as to experts by November 15, 2004. The
parties will submit a pretrial order, proposed findings of fact
and conclusions of law, and whatever memoranda they believe the
court would find useful, by November 24, 2004. Trial will
commence on December 6, 2004 at 9:15 a.m.
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