Paulozzi v. Rodstrom

Citations

• 2019 Ohio 4157

Syllabus

Civ.R. 12(C), judgment on the pleadings, R.C. Chapter 2721, declaratory judgments, R.C. 2721.12(A), legally protectable interest, R.C. 1705.22(A)(1), request of limited liability company member to inspect records, R.C. 1705.17, limited liability company membership is personal property, piercing corporate veil. The trial court erred by granting judgment on the pleadings under Civ.R. 12(C) in this declaratory judgment action. Appellant named appellees, members of the co-defendant limited liability company, as parties to an action that seeks a declaration that appellant: is an owner of the company, is entitled to inspect the company's books and records pursuant to R.C. 1705.22(A)(1) and is to receive an accounting of the company's finances. The trial court determined that appellees are not proper parties because the claims do not seek to pierce the corporate veil and impose personal liability. R.C. 2712.12(A) requires joinder of all parties with a legally protectable interest in the action. The evidence demonstrates that appellees, as members of the limited liability company, have a legally protectable interest in the claims pursuant to R.C. 2712.12(A).