                                                     [DO NOT PUBLISH]

           IN THE UNITED STATES COURT OF APPEALS

                 FOR THE ELEVENTH CIRCUIT
                  ________________________                  FILED
                                                   U.S. COURT OF APPEALS
                          No. 08-13308               ELEVENTH CIRCUIT
                                                         DEC 18, 2008
                    ________________________
                                                      THOMAS K. KAHN
                                                           CLERK
                D.C. Docket No. 06-02666 CV-CC1

WILLIAM E. MASTERS,
THE APOGEE GROUP, LLC,

                                      Petitioners-Counter Defendants-
                                      Appellees,

                             versus

DONALD R. HARKLEROAD,
BRISTOL VENTURES, LLC,

                                      Respondents-Counter Claimants-
                                      Cross Defendants-Cross Claimants-
                                      Appellants,

THE BRISTOL CORPORATION,
OLDFIELD MOUNTAIN COMPANY, LCC,

                                      Respondents-Counter Claimants-
                                      Cross Defendants-Appellants,

JEWETT W. TUCKER,

                                      Respondent-Counter Claimant-
                                      Cross Claimant-Cross Defendant,
HARKLEROAD & HERMANCE, PC,

                                                   Respondent-Counter Claimant-
                                                   Cross Defendant,

HIGHLANDS PASS, LCC,
POPLAR COVE, LCC,

                                                   Respondents-Cross Defendants,

ANNE G. MASTERS,

                                                   Cross Defendant,

F. CARLTON KING, JR., Receiver for
Highlands Pass, LLC and Poplar Cove, LLC,

                                                   Receiver-Appellee.

                              ________________________

                     Appeal from the United States District Court
                        for the Northern District of Georgia
                           ________________________
                                (December 18, 2008)

Before WILSON and COX, Circuit Judges, and FAWSETT,* District Judge.

PER CURIAM:

       In August of 2007, Petitioners William E. Masters and The Apogee Group,

LLC filed an Amended Petition seeking equitable and legal relief against Donald R.



       *
         Honorable Patricia C. Fawsett, United States District Judge for the Middle District of
Florida, sitting by designation.

                                              2
Harkleroad, Harkleroad & Hermance, P.C., Jewett W. Tucker, Bristol Ventures, LLC,

The Bristol Corporation, Poplar Cove LLC, Highlands Pass, LLC, and Oldfield

Mountain Company, LLC. The Amended Petition sought, among other things: to

enjoin all the Respondents from further acquisition, development, or financing

activities on behalf of Poplar Cove, LLC and Highlands Pass, LLC (the LLCs) (R.2-

36 at 34-35); the appointment of a receiver for the LLCs (R.2-36 at 35-36); and the

judicial dissolution of the LLCs (R.2-36 at 32-34). In October of 2007, Petitioners

moved to disqualify Miller & Martin, PLLC from representing any of the respondents

based on an alleged conflict of interest. (R.2-49 at 2.) The district court granted this

motion as to the LLCs, disqualifying Miller & Martin from representing them, and

appointed F. Carlton King as a “receiver” for the LLCs.1 (R.9-192 at 2-3.) Bristol

Ventures, LLC, The Bristol Corporation, and Harkleroad (the Bristol Parties) appeal

the order appointing King as a “receiver.”

      Shortly before oral argument, the Bristol Parties filed a letter brief arguing

there was no complete diversity in this case. They argue that in Rolling Greens MHP,

L.P. v. Comcast SCH Holdings, L.L.C., 374 F.3d 1020 (11th Cir. 2004), the court held

that LLCs are citizens of every state of which their members are citizens. They

further argue that Petitioners’ Amended Petition establishes that Petitioners are


      1
          The parties disagree about whether King is actually a receiver. We do not address this issue.

                                                   3
citizens of South Carolina, and the LLCs, Respondents to the petition, are citizens of

South Carolina.2 The Bristol Parties now contend that the district court lacked subject

matter jurisdiction to enter the order appointing King as “receiver” since complete

diversity is lacking.

       Petitioners concede that the LLCs are citizens of South Carolina, where both

Petitioners are citizens. Petitioners argue in response, however, that the LLCs are

merely nominal parties, and as such, should not figure into any diversity-jurisdiction

analysis.

       Petitioners argue in their letter brief that the LLCs are similar to stakeholders,

as here the Petitioners seek to dissolve the LLCs and divide their property among the

claimants. Petitioners cite Matchett v. Wold, 818 F.2d 574 (7th Cir. 1987), for the

proposition that the citizenship of stakeholders does not affect diversity jurisdiction.

       We do not agree with Petitioners that the LLCs in this case are similar to the

stakeholders in Matchett. In Matchett, a Seventh Circuit case, the plaintiff, a lawyer,

sued a former client for unpaid legal fees. 818 F.2d at 575. The lawyer joined as

defendants former litigants his client had sued, seeking to place a lien on any unpaid

judgments they might owe his former client. Id. at 575-76. The Seventh Circuit held


       2
         The Amended Petition alleges that William E. Masters and The Apogee Group, LLC are
citizens of South Carolina. (R.2-36 at ¶¶ 1-2.) It also alleges that The Apogee Group LLC is a
member of the LLCs. (R.2-36 at ¶¶ 13, 19.)

                                              4
that the addition of these mere stakeholders, the holders of property that is at the heart

of the dispute between the plaintiff and defendant, did not destroy complete diversity.

Id. at 576. This case is distinguishable from the present case, where Petitioners seek

to enjoin the LLCs from engaging in further business, appoint a receiver for the

LLCs, dissolve the LLCs, and distribute their assets.

      While the Supreme Court held that “a federal court must disregard nominal or

formal parties and rest jurisdiction only upon the citizenship of real parties to the

controversy,” in Navarro Savings Ass’n v. Lee, 446 U.S. 458, 461, 100 S. Ct. 1779,

1782 (1980), we have found no authority, and Petitioners cite none in their letter

brief, holding that a LLC which a plaintiff seeks to put into receivership, dissolve,

and enjoin from engaging in any business activity is merely a nominal party.

      Because complete diversity is lacking, and because the LLCs are not merely

nominal parties for purposes of diversity jurisdiction, we conclude that the district

court lacked subject matter jurisdiction to enter the order appointing a receiver.

Accordingly, we vacate the order and remand to the district court with instructions

to dismiss the case for lack of subject matter jurisdiction.

      VACATED AND REMANDED WITH INSTRUCTIONS.




                                            5
