Benjamin v. Island Management, LLC

Citations

• 341 Conn. 189

Syllabus

Pursuant to the provision (§ 34-255i (b) (2)) of the Connecticut Uniform Limited Liability Company Act describing the conditions under which a member of a manager-managed limited liability company is permitted to inspect the company's books and records, ''a member may inspect and copy full information regarding the activities, affairs, financial condi- tion and other circumstances of the company as is just and reasonable if . . . [t]he member seeks the information for a purpose reasonably related to the member's interest as a member . . . the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information . . . and . . . the information sought is directly connected to the member's purpose.'' 190 FEBRUARY, 2022 341 Conn. 189 Benjamin v. Island Management, LLC The defendant, a manager-managed limited liability company, appealed from the judgment of the trial court, which determined that the defendant's refusal to disclose certain information to the substitute plaintiffs, cotrus- tees of a trust that was a member of the defendant, violated both § 34- 255i and the defendant's operating agreement. Z created trusts for the benefit of each of his six adult children, including H, B, and C. These trusts owned several family businesses from which Z's children received dividend income. The defendant was created to oversee and build the family's assets, and each of the children's trusts were members and equal one-sixth owners of the defendant, which was governed by an operating agreement executed by Z's children as trustees of their respec- tive trusts. During the relevant time period, B and C served as both comanagers and copresidents of the defendant, and they had significant roles in family owned businesses from which the defendant received income. Sometime after Z's death, a disagreement arose regarding the amount of the annual distributions. H believed that the family bus