Switzer

BACKGROUND

Switzer and Wood each ran businesses engaged in selling medical implants and associated hard goods to hospitals. They formed Flournoy to expand their business operations. Switzer and Wood were both members, and each was a 50 percent owner, of this limited liability company. Wood was Flournoy’s sole manager. As such, the day-to-day management and control of Flournoy was vested in Wood. However, Wood could not take certain actions without Switzer’s approval, including commencing litigation on behalf of Flournoy. Switzer filed the original complaint in this action against Wood and Flournoy to compel them to permit Switzer to inspect and copy Flournoy’s business records. Switzer alleged that he was “concerned about the management of Flournoy” and desired to obtain “information necessary to the process of evaluating whether or not Flournoy has been managed and operated in a manner consistent with [Switzer’s] rights as a member of Flournoy.” McCormick Barstow represented both Wood and Flournoy in responding to Switzer’s complaint. McCormick Barstow also filed cross-complaints on behalf of Wood and Flournoy against Switzer. Switzer then filed the cross-complaint at issue.…