Production Of Documents Pursuant To LLC Law § 1102 Created Issue Of Fact As To Whether Production Cured Violations

Posted: July 18, 2025 / Written by: Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner / Categories Commercial, Summary Judgment, Limited Liability Company

Production Of Documents Pursuant To LLC Law § 1102 Created Issue Of Fact As To Whether Production Cured Violations

On June 30, 2025, Justice Margaret A. Chan denied both parties’ motions for summary judgment regarding claims that defendants failed to provide records to which plaintiffs were entitled pursuant to Limited Liability Company Law § 1102 and the parties’ operating agreement in Tillis v. ZAR Realty NY LLC, Index No. 651939/2024. The Court explained:

Here, plaintiffs made three demands to defendants for documents under Limited Liability Company Law § 1102 and their Op Agreement §§ 10.1 and 10.2. Having received no response or documents from defendants, plaintiffs commenced this action on April 12, 2024, to compel defendants to respond to plaintiffs' Demands.

But, in June 2024, defendants allegedly started to produce the documents plaintiffs had demanded. The productions continued through September, and according to defendants, all documents demanded pursuant to Limited Liability Company Law § 1102 and the Op Agreement §§ 10.1 and 10.2 which yielded more than 2,600 pages. Defendants claim they have fully complied with plaintiffs' Demand. Plaintiffs, on the other hand disagree that defendants are in full compliance.

While the parties go back and forth on alleged violations of Limited Liability Company Law§ 1102 and the Op Agreement§§ 10.1 and 10.2, it appears that defendants' production of 2,600 pages at least raises a question of fact as to whether the production cured the violations. Plaintiffs' motion, filed in August 2024, largely claims they received nothing as they seek the same documents that defendants claim were produced from June to September 2024. As to plaintiffs' argument in their reply that defendants did not fully comply, they are not addressed here as defendants had no opportunity to respond to these new allegations raised for the first time in plaintiffs' reply. Given the material issues of fact raised by both parties, summary judgment is not warranted for either party.

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning summary judgment or the Limited Liability Company Law.