In an April 19, 2011, decision by Justice Driscoll, the court denied plaintiff’s order to show cause in connection with his demand for the production of books and records of a limited liability company under LLCL § 1102. Defendant-majority member opposed plaintiff’s motion, arguing that plaintiff lacked standing to bring the action because he was not a member of the company. Under the company’s operating agreement, plaintiff’s membership in the company appeared to be contingent upon an initial capital contribution. The agreement, however, also appeared to allow for a “working membership” based on a member’s “full time and efforts in the company.” Plaintiff conceded that he never made his capital contribution, and there were conflicting affidavits regarding the extent of his involvement in the company. The court determined that the agreement was ambiguous as to the precise conditions precedent to plaintiff’s membership and that there were questions of fact as to his involvement in the company. The court therefore denied plaintiff’s order to show cause without prejudice. In light of the ambiguity in the operating agreement, as well as the fact that plaintiff’s injury, if any, was compensable by money damages, the court also denied plaintiff’s request for injunctive relief.  

Matter of Tornambene v Wu, Sup Ct, Nassau County, April 19, 2011, Driscoll, J., Index No. 3402/11