After two joint-adventurers formed a limited liability company to exploit a video game license, the relationship soured, and one member instituted a broad books and records action against the joint venture LLC for the claimed purpose of valuing the venture and investigating wrongdoing. The Court of Chancery denied that request, holding that the plaintiff’s stated purposes were meaningless, highly speculative or unsupported by the facts. There was substantial uncertainty as to whether the underlying license would be renewed, making the books and records request irrelevant as there likely would be nothing left to value. In addition, plaintiff did not have a credible basis to support his suspicion of mismanagement or wrongdoing, as he presented unreliable witnesses to justify his claims. As the plaintiff could not state a proper purpose, his request was denied.
