289 So.3d 1129
La. Ct. App.2020Background
- Plaintiff-Appellee Timothy Jarquin was a member, board member, and co-manager of Pontchartrain Partners, L.L.C. (PPLLC); he was removed as co-manager in October 2017.
- Jarquin sued PPLLC board members individually alleging wrongful removal and related harms; he issued a subpoena duces tecum to PPLLC’s records custodian seeking broad documents.
- PPLLC moved to quash the subpoena; the trial court denied the motion but this court vacated the portion denying production of documents arguably protected by attorney‑client privilege.
- Separately, on July 26, 2018 Jarquin (as a member) formally demanded company records under La. R.S. 12:1319; PPLLC refused and later adopted a resolution expelling Jarquin as a member.
- Jarquin filed a petition for a writ of mandamus to compel inspection and copying of certain financial and tax records; the district court granted the writ on April 24, 2019 and ordered production.
- PPLLC appealed, raising four errors; the appellate court affirmed the district court’s grant of mandamus.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Whether Jarquin had statutory inspection rights under La. R.S. 12:1319 | Jarquin asserted he was a member when he made the demand and thus entitled to inspect and copy specified records. | PPLLC contended Jarquin was expelled before the hearing and therefore lacked statutory rights. | Court held Jarquin was entitled to inspection rights because he made the proper demand while a member; PPLLC’s later expulsion could not defeat the demand. |
| 2. Whether mandamus was improper because documents were obtainable by ordinary process or because Jarquin sought other relief | Jarquin argued mandamus was the appropriate vehicle to enforce a member’s statutory right to company records. | PPLLC argued the subpoena duces tecum (and ordinary discovery) provided an adequate remedy and mandamus was improper when other claims (injunctive/declaratory relief) were pending. | Court held mandamus is proper to enforce clear statutory member rights under La. R.S. 12:1319 and that the availability of subpoenas/discovery did not preclude mandamus. |
| 3. Mootness due to prior appellate decision (Jarquin v. Blanks) | Jarquin maintained his member statutory claim remained live and distinct from the subpoena litigation. | PPLLC argued this court’s prior ruling rendered the mandamus request moot. | Court rejected mootness; the mandamus enforcement of 12:1319 rights was distinct and not mooted by the earlier appellate ruling. |
| 4. Whether the initial records demand was invalid for improper service | Jarquin contended his July 26 demand was effective and PPLLC’s counsel responded, so service was not defective. | PPLLC argued the demand was not properly submitted, so it could refuse production. | Court found La. R.S. 12:1319 contains no service-formality requirement; PPLLC’s counsel responded to the demand, so the service challenge failed. |
Key Cases Cited
- Cleco Corp. v. Sansing, 8 So.3d 555 (La. 2009) (trial court must make privilege findings when quashing subpoenas seeking potentially privileged communications)
- Channelside Servs., LLC v. Chrysochoos Grp., Inc., 194 So.3d 751 (La. App. 4th Cir. 2016) (La. R.S. 12:1319 reserves inspection rights to LLC members)
- Khoobehi Properties, LLC v. Baronne Dev. No. 2, L.L.C., 216 So.3d 287 (La. App. 5th Cir. 2017) (member inspection rights under LLC statute reaffirmed)
- State through Morrell v. City of New Orleans through Landrieu, 234 So.3d 1071 (La. App. 4th Cir. 2017) (mandamus requires a clear, specific legal right or duty to be performed)
- Jarquin v. Blanks, 254 So.3d 10 (La. App. 4th Cir. 2018) (prior appellate proceedings involving Jarquin’s related claims)