The mission of the Connecticut Judicial Branch is to serve the interests of justice and the public by resolving matters brought before it in a fair, timely, efficient and open manner.

Business Law Supreme Court Slip Opinion

by Roy, Christopher


SC20501 - Benjamin v. Island Management, LLC ("The principal issue in this appeal is one of first impression regarding the conditions under which a member of a manager-managed limited liability company (LLC) is permitted to inspect the LLC’s books and records pursuant to General Statutes § 34-255i, a provision of the Connecticut Uniform Limited Liability Company Act (CULLCA), General Statutes § 34-243 et seq. Specifically, we consider whether such a member seeking information for the stated purpose of ascertaining whether mismanagement has occurred must produce credible proof that mismanagement may have occurred as a precondition for exercising the member’s statutory inspection right. The defendant, Island Management, LLC, appeals from the judgment of the trial court holding that the defendant’s refusal to disclose certain information to the substitute plaintiffs, cotrustees of the Helen Benjamin 2002 Trust, a member of the defendant LLC, violated both § 34-255i and the defendant’s operating agreement. The defendant contends that the trial court (1) incorrectly concluded that there is no requirement under § 34-255i that the requesting member produce credible proof of mismanagement, and (2) improperly failed to apply other statutory requirements. It further contends that the alleged violation of its operating agreement is merely derivative of the alleged statutory violation, not an independent basis for relief, and, therefore, the former fails for the same reasons that the latter fails. We affirm the trial court’s judgment.")