Friday, November 22, 2013

Kasten v. Doral Dental USA, LLC case brief

Kasten v. Doral Dental USA, LLC case brief summary
733 N.W.2d 300 (2007)

Appellant non-managing member of appellee former limited liability company (LLC) appealed from an order of the Ozaukee County Circuit Court (Wisconsin) denying her request to inspect copies of company e-mails and document drafts, and an order of summary judgment dismissing her action to compel the LLC to comply with her inspection requests. The member appealed and the court of appeals (Wisconsin) certified two questions.


  • The questions were: 
  • (1) Whether Wis. Stat. § 183.0405 (2003-04), part of the Wisconsin Limited Liability Company Law (WLLCL), granted a broad right of member access to limited liability company records that, absent contrary language in the LLC operating agreement, embraced informal and nonfinancial records; and 
  • (2) If the statute granted members a broad inspection right, whether e-mails could be classified as "records" under § 183.0405(2) such that they were subject to a member's inspection. 


  • The Supreme Court of Wisconsin believed that the certification raised novel questions of statutory interpretation but that the instant case did not present the precise questions raised in the certification. 
  • Inter alia, the supreme court held that the LLC's operating agreement provided greater member rights of inspection than § 183.0405(2) because "company documents" was a broader category of stored information than "records" and embraced document drafts and some company e-mails. 
  • Also, the language "upon reasonable request" included in § 183.0405(2) sought to weigh the statute's bias in favor of members' rights of inspection against the burden the specific request might place upon an LLC.

The judgment of the trial court denying the member's request to inspect e-mails and document drafts and dismissing her declaratory action on summary judgment was reversed. The case was remanded to the circuit court to reconsider the member's request to inspect e-mails and document drafts in a manner consistent with the instant opinion.

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