National Christmas Products, Inc v. OJ Commerce, LLC

── National Christmas Products, Inc v. OJ Commerce, LLC ── Case No.: 25-10089 Court: Court of Appeals for the Eleventh Circuit Date: March 19, 2026 Category: NEW USCA11 Case: 25-10089 Document: 45-1 Date Filed: 03/19/2026 Page: 1 of 15 NOT FOR PUBLICATION In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 25-10089 Non-Argument Calendar ____________________ NATIONAL CHRISTMAS PRODUCTS, INC, a New Jersey Corporation, d.b.a. National Tree Company, Plaintiff-Counter Defendant-Appellee, versus OJ COMMERCE, LLC, a Florida Limited Liability Company, Defendant-Counter Claimant-Appellant. ____________________ Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 0:22-cv-60897-WPD ____________________ Before LUCK, LAGOA, and KIDD, Circuit Judges. PER CURIAM: USCA11 Case: 25-10089 Document: 45-1 Date Filed: 03/19/2026 Page: 2 of 15 2 Opinion of the Court 25-10089 Proceeding under the assumption that it was an S-Corpora- tion, National Christmas Products, Inc. filed suit against OJ Com- merce, LLC, invoking the federal court’s diversity of citizenship ju- risdiction. But after two years of litigation, National Christmas dis- covered that its corporate-structure allegations were incorrect, which destroyed diversity. As such, the district court dismissed the case for lack of jurisdiction. OJ Commerce then moved for sanc- tions, but the district court denied this request because it could not ascertain any bad faith on the part of National Christmas or its counsel. OJ Commerce appeals this decision. After careful review, we find no abuse of discretion in this determination and affirm the decision to deny sanctions. I. BACKGROUND In May 2022, National Christmas Products, Inc., doing busi- ness as National Tree Company (“National Christmas”), filed suit against OJ Commerce, LLC (“OJ Commerce”) seeking damages for (1) breach of contract, (2) account stated, and (3) goods sold and delivered. National Christmas asserted that federal jurisdiction was proper because the parties were citizens of different states and the amount in controversy exceeded $75,000. Due to deficiencies in the initial citizenship allegations, the district court sua sponte directed National Christmas to file an ad- dendum “listing the citizenship of every member of any [p]arty that is a limited liability company or any other form of unincorporated business or association.” National Christmas complied, and its ad- dendum provided that OJ Commerce was an LLC with its sole USCA11 Case: 25-10089 Document: 45-1 Date Filed: 03/19/2026 Page: 3 of 15 25-10089 Opinion of the Court 3 member being a Florida citizen and that National Christmas was an S-Corporation incorporated in, and with its principal place of business in, New Jersey. “[A] corporation shall be deemed to be a citizen of any State by which it has been incorporated and of the State where it has its principal place of business.” Sweet Pea Marine, Ltd. v. APJ Marine, Inc., 411 F.3d 1242, 1247 (11th Cir. 2005) (quoting 28 U.S.C. § 1332(c)(1)). An LLC is a “citizen of any state of which a member of the com