MAX SANDERS, Plaintiff, v. OHMITE HOLDING, LLC, a Delaware limited liability company, Defendant., 17 A.3d 1186

Summary

The member sought to inspect the LLC's books and records upon learning he had a 0.000775 percent interest in it, instead of the 7.75 percent interest he thought he had. The LLC denied his inspection demand. The member was entitled to inspect books and records pre-dating his membership because (1) the LLC agreement did not limit a member's inspection rights, nor did the LLC's managers establish standards governing the exercise of such rights, so Del. Code Ann. tit. 6, § 18-305 governed the scope of his rights, (2) the Limited Liability Company Act, Del. Code Ann. tit. 6, § 18-101 et seq., did not limit his inspection to books and records existing after he became a member, as long as they were "reasonably related" to his interest, and (3) his purposes for seeking inspection were otherwise proper, as he sought to determine the value of his interest and had a credible basis to suspect wrongdoing, including dilution benefitting a majority holder. The books and records he sought were ...