40 Ventures LLC, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A19-2082

40 Ventures LLC,
Appellant,

vs.

Minnesquam, L.L.C., et al.,
Respondents.

Filed September 14, 2020
Affirmed
Smith, Tracy M., Judge

Hennepin County District Court
File No. 27-CV-19-11034

Christopher W. Madel, Jennifer M. Robb ins, Matthew J.M. Pelikan, Madel PA,
Minneapolis, Minnesota (for appellant)

David R. Marshall, Leah C. Janus, Kyle W. Ubl, Fredrickson & Byron, P.A., Minneapolis,
Minnesota (for respondents)

Considered and decided by Bratvold, Pres iding Judge; Smith, Tracy M., Judge; and
Slieter, Judge.
U N P U B L I S H E D O P I N I O N
SMITH, TRACY M., Judge
Appellant 40 Ventures LLC is one of the members of the limited liability company
Aspire Beverage Company LLC. 40 Ventures challenges the di strict court’s dismissal of
its complaint against respondents (Aspire, other members of Aspire, and another company)

2
for failure to state a claim. In its complaint, 40 Ventures alleges breach of contract, breach
of fiduciary duty, and tortious interference with contract, and seeks an order compelling
Aspire to disclose company r ecords. The district court dism issed all of the claims. We
affirm.
FACTS
Because we are reviewing the dismissal of 40 Ventures’ complaint for failure to
state a claim, we take the facts as alleged in the complaint as true. See Walsh v. U.S. Bank,
N.A., 851 N.W.2d 598, 606 (Minn. 2014). As alleged, on December 11, 2012, John
Montague and Jesse Parker created Aspire. They formed the company to market a healthier
sports drink. Montague and Parker ran Aspire through their respective companies, with 40
Ventures (an entity wholly owned by Montague) and Jabejo LLC (an entity wholly owned
by Parker) each owning part of Aspire as members.
Aspire sought additional investment a nd, by June 2013, found three additional
investors who all became members: Rob L und, respondent Minnesquam, L.L.C., and
respondent Way Trust LLC. 1 Aspire’s business grew, generating about $180,000 in
revenue in 2013 and $8 00,000 in 2 014. In April 2015, two more companies invested in
Aspire and became members: WaterRev LLC and respondent RC Ventures LLC.
On September 23, 2015, the members of Aspire entered into a Membership Control
Agreement (MCA). The MCA was the third amendment to the initial agreement between
40 Ventures and Jabejo. The MCA establishes a six-person board of governors (the board)

1 Way Trust acted as the trustee of respondent 2006 Grayhat Trust.

3
for Aspire. Under the MCA, each member, except RC Ventures, has the right to appoint a
governor to the board. 40 Ventures appoint ed Montague, Jabejo appointed Parker, Rob
Lund appointed himself, Minnesquam appoin ted Lucy Stitzer, Wa terRev appointed
Cynthia Fisher, and Way Trust appointed Donald MacMillan.
The MCA authorizes the boar d to manage the company, subject to the limitations
in the MCA. The MCA identifies certain de cisions relating to Aspire that require
“Supermajority Approval.” The MCA defines “Supermajority Approval” as “approval of
(i) at least one (1) of the JABEJO and 40 Vent ures Board designees, and, (ii) at least two
(2) of the Minnesquam, Way Trust, Lund and WaterRev Board designees.” The MCA also
prohibits an interested member, or any governor appointed by that member, from
participating in deliberations, being counted for purposes of a quorum, or being counted in
a vote on the matter in which the member is interested.
On December 5, 2016, Stitzer, MacMilla n, and Lund met with Parker and
Montague. Stitzer and MacMillan told Montague and Parker that they were unhappy with
the direction of Aspire and were both terminating Montague ’s and Parker’s employment
and removing them from the board. They offered Montague a full-time consulting role, but
Montague told them that he would not agree to be removed from the board. Stitzer provided
Montague with the contact information for Sheila Posthumus, an employee of respondent
Waycrosse Inc., and told Montague that he should direct all future questions regarding his
employment to Posthumus.
Montague met with Posthu mus, who told him that she would be handling his
transition to a full-time consulting role and as ked him to sign a separation agreement that

4
waived 40 Ventures’ govern ance rights under the MCA. Mo ntague refused to sign the
agreement. Posthumus also asked Montague to turn in his laptop and any other Aspire
property, but Montague refused. Montague then attempted to return to work at Aspire, but
he found that his email account was disabled. He called Posthumus, who told him that his
email account would be reactivated when he signed the separation agreement.
On December 23, 2016, Post humus told Montague that his separation agreement
was contingent on Parker also signing a separation agreement. Montague later learned that,
at some point, Parker had agreed to transfer Jabejo’s voting rights to Stitzer. On March 1,
2017, the board voted to dissolve Aspire without Montague’s or 40 Ventures’ knowledge
or approval. The parties disagreed on the boar d’s authority to take such an action. The
board’s position was that the supermajority requirement was satisfied because of Parker’s
transfer of his voting rights. Montague’s position was that Pa rker could not transfer his
voting rights without approval from 40 Ventures . According to 40 Ventures’ complaint,
because Parker did not effectively transfer his voting rights and did not vote to dissolve
Aspire, the March 1 vote did not satisfy th e supermajority requirement to dissolve the
company.
On August 1, 2018, Montague sent a letter in his capacity as a governor of Aspire
to the board requesting documents and information from Aspire. Among other information,
he sought documents related to Montague’s and Parker’s terminations, any agreements
made with Parker and/or Jabejo, and any documents concerning a possible sale of Aspire.
Aspire responded without producing any records, stating that Montague’s requests were

5
unduly broad and burdensome and that Montague failed to state his purpose for reviewing
the documents.
On July 1, 2019, 40 Ventures filed the complaint in this matter. It alleged that the
board did not have the authority to dissolve Aspire. Counts 1 throug h 8 of the complaint
are breach-of-contract claims against Minnesquam, Way Trust, and RC Ventures, alleging
that their actions violated eight of th e supermajority requirements of the MCA. 2 Count 9
alleges that the same members breached their fiduciary duties. Count 10 asserts a claim of
tortious interference with contract agains t Waycrosse. And count 11 asks the court to
compel Aspire to provide certain books and records to 40 Ventures.
The respondents filed a motion to dismiss 40 Ventures’ claims, which the district
court granted. The district court concluded that 40 Vent ures’ breach-of-contract and
breach-of-fiduciary-duty claims against other members of Aspi re are legally insufficient
because the complaint bases those claims on actions take n by the board, not by the
members.3 The district court further determined that the claim against Waycrosse for
tortious interference with contract is lega lly insufficient becaus e, according to the
complaint, Waycrosse, through its agent Po sthumus, only made requests to Montague,
which he refused, and those requests did not cause a breach of the MCA. Finally, the district

2 The complaint also asserted these claims against 2006 Gray hat Trust. The district court
determined that 2006 Grayhat Trust, as a trus t, was not a proper party to the lawsuit and
dismissed the claims against it.

3 Alternatively, the district court concluded th at 40 Ventures lacks standing to bring the
breach-of-contract and breach-of-fiduciary-duty cl aims because the claims are derivative
claims and could only be brought on behalf of Aspire in a derivative suit.

6
court dismissed the count requesting an orde r to produce Aspire’s books and records
because the complaint does not allege that 40 Ventures made a demand for documents and
information—instead, it alleges that Montague made the request in his role as a governor
of Aspire.
40 Ventures appeals.
D E C I S I O N
When reviewing the dismissal of a complaint for failure to state a claim under Minn.
R. Civ. P. 12.02(e), appellate courts review the legal sufficiency of the claim de novo to
determine whether the complaint sets fort h a legally sufficient claim for relief. Hebert v.
City of Fifty Lakes, 744 N.W.2d 226, 229 (Minn. 2008). Appellate courts “accept the facts
alleged in the complaint as tr ue and construe all reasonable inferences in favor of the
nonmoving party.” Walsh, 851 N.W.2d at 606. “A claim is sufficient against a motion to
dismiss for failure to state a claim if it is po ssible on any evidence which might be
produced, consistent with the pleader’s theory, to grant the relief demanded.” Id. at 603.
I. 40 Ventures’ complaint fails to state a claim for breach of contract or breach
of fiduciary duty against other Aspire members.

We begin with whether 40 Ventures’ complaint states a claim for breach of contract
or breach of fiduciary duty against the other members of Aspire. Important to this analysis
is Minnesota’s statutory law governing limited liability companies.4 Under that law, “[t]he

4 Although neither party argues on appeal th at the outcome would be changed by it,
Minnesota statutory law governing limited liability companies has changed over the period
at issue in this case. The di strict court concluded that mo st of 40 Ventures’ claims are
governed by the former Minnesota Limited Liability Company Act, which was codified in
Minn. Stat. ch. 322B, because As pire was formed in 2012 when that act was in effect. In

7
business and affairs of a limite d liability company is to be managed by or under the
direction of a board of governors . . . .” Minn. Stat. § 322B.606, subd. 1 (2016). And, under
the law, “a member . . . of a limited liability company is not, merely on account of this
status, personally liable for the acts . . . of the limited liability company.” Minn. Stat.
§ 322B.303, subd. 1 (2016). This limitation on liability “continues in full force regardless
of any dissolution, winding up, and termination of a limited liability company.” Id., subd.
3 (2016). The limitation on members’ liability is not absolute. A member may be a proper
party in litigation involving a limited liability company if “the proceeding involves a claim
of personal liability or respon sibility of that member and th at claim has some basis other
than the member’s status as a member.” Minn. Stat. § 322B.88 (2016).
A. Breach-of-contract claims

40 Ventures contends that its complaint st ates legally sufficient breach-of-contract
claims against the other members of Aspire. It argues that the clai ms are based on the
members’ wrongful conduct in violation of the MCA, and not on their status as members,
and that the claims are therefore actionabl e under Minn. Stat. § 322B.88. Respondents
counter that the claims, as alleged in the complaint, are based on actions taken by the board,

2014, the Legislature passed the Minnesota Revised Uniform Limited Liability Company
Act, codified at chapter 322C, to replace chapter 322B. See 2014 Minn. Laws ch. 157, arts.
1, § 1, at 1; 2, §§ 29, at 76; 31, at 77 (enacting chapter 322C, effective August 1, 2015, and
repealing chapter 322B, effective January 1, 2 018). But, with respect to limited liability
companies formed before August 1, 2015, chapter 322C took effect in a staggered manner,
fully applying to such entities only after January 1, 2018. See Minn. Stat. § 322C.1204,
subds. 1-3 (2018). The alleged co nduct in this case, other than the records requests, took
place in 2016 and 2017, so the di strict court’s conclusion that chapter 322B controls is
correct.

8
not by Aspire’s members, and that the claims against the members are therefore not legally
sufficient and are precluded by Minn. Stat. § 322B.303, subd. 1.
To resolve the dispute, we must first ex amine the complaint an d the MCA. In all
eight of its breach-of-contract claims, 40 Ventures alleges that the other members breached
the MCA by taking an action without the su permajority approval required by section 3.3
of the MCA. Section 3.3 states that “[t]he following decisions re lating to the Company
require Supermajority Approval” and, in separate subparagraphs, lists 36 specific
decisions. Each of the eight counts in the complaint cites a specific, and different,
subparagraph of section 3.3 that was allegedly violated.
In the section of the MCA immediatel y preceding the supermajority-approval
section, the MCA identifies the authority of the board of governors. Section 3.2, entitled
“Board Authority,” states:
The business and affairs of the Company will be managed by
and under the authority and s upervision of the Board of
Governors, which, subject to th e limitations set forth in this
Agreement, will have all power and authority prescribed by,
and all duties and obligations imposed by, [chapter 322B.]

Section 1.1 of the MCA defines “Supermajor ity Approval” as approval by a specific
number and combination of votes by “Board designees.”
40 Ventures asserts that the MCA is an agreement between the members and thus
creates enforceable contractual obligations between the members under Minnesota’s
limited-liability-company law. Under that la w, a valid member-control agreement “is
enforceable by persons who are parties to it and is binding upon a nd enforceable against
only those persons and other pe rsons having knowledge of the existence of the member

9
control agreement.” Minn. Stat. § 322B.37, subd. 3(a) (2016). But that a member-control
agreement may be binding on the members and enforceable against them is not in dispute.
To state a claim against the members for breach of the MCA, 40 Ventures must allege how
the other members breached the MCA.
The complaint alleges that the members breached eight of the MCA supermajority
requirements in section 3.3. But the supermajority requirements in that provision apply to
the board, not the members. 40 Ventures contends that the MCA defines the powers of
individual governors in terms of the appointi ng members, but none of the clauses in the
MCA reserves powers from the governors for the members and none contradicts section
3.2, granting the board the authority to manage the affairs of the company.
40 Ventures suggests that, because the s upermajority provision is part of an
agreement between the members, any decisions made in viola tion of that provision were
decisions made by the members. But section 3.2 of the MCA explicitly states that the board
manages the affairs of the company and secti on 1.1 defines “Supermajority Approval” in
terms of the approval of the “Board designees,” not the members.5 Together, these clauses
make it clear that the decisions contemplat ed by section 3.3 of the MCA are board
decisions, not member decisions.6

5 We note that 40 Ventures also argues that the supermajority clause is defined in terms of
approval, not a formal vote, and that this language suggests that the decisions that require
a supermajority are member decisions, not board decisions. But section 3.2 makes explicit
that the board manages the affairs of the business, not the members.

6 At oral argument, 40 Ventures somewhat recast its argument for why the supermajority-
approval provision applies to the members, no t the board. It argued that section 3.3 only
requires the approval of the members’ “desi gnees” and that the MCA contemplates that

10
40 Ventures points to provisions of the MCA other than section 3.3 to argue that the
MCA creates agreed-to enfo rceable member obligations. It cites MCA provisions
establishing member obligations and entitlement s with respect to in come and losses and
the transfer of membership units. But each of those provisions refers explicitly to members.
And the fact that the MCA explicitly descri bes other member obligations and limitations
by referring directly to members simply draws into focus that such language is absent from
the supermajority-requirement clause.
40 Ventures asserts that member obl igations imposed by the MCA shift
consideration of its claims away from Minn. Stat. § 322B.303—which precludes claims
against members of a limited liability company based on their status as members—and into
the domains of Minn. Stat. §§ 322B.37, .88 (2016). As noted above, Minn. Stat. § 322B.37,
subd. 3, states that membe r-control agreements are bind ing and enforceable against
members. And Minn. Stat. § 322B.88, consiste nt with section 322B.303, states that a
proceeding can take place agai nst members when th e proceeding involves a claim with
some basis other than the me mber’s status as a member. But neither section 322B.37 nor
section 322B.88 provides an independent rationale to suggest that the MCA’s
supermajority clauses created a contractual obligation for respondents. Again, the fact that,
in general, a member-control agreement may be enforceable under these statutes does not

those “designees” might be different from the member-designated board governors. Thus,
it contends, decisions listed in section 3.3 are the members’ decisions, not the board’s. This
argument finds no support in the MCA. Th e MCA defines “Supermajority Approval” in
terms of the “ Board designees,” and defines “Board” as the “board of governors of the
Company.” (Emphasis added.) Thus, the ac tions listed under the MCA supermajority-
approval provision are the actions of the board.

11
mean that everything in a member-control agreement cr eates an obligation for the
members.
40 Ventures contends that upho lding the dismissal of their claims in this case will
render all member-control agreements meaningl ess. We disagree. Such a holding simply
reflects what the MCA in this case states: that the board, not the members, makes decisions
for Aspire, according to the applicable rules.
40 Ventures also contends that dismi ssing its claims is inconsistent with
precedential Minnesota caselaw. Again, we disagree. 40 Ventures cites Blum v. Thompson,
901 N.W.2d 203, 216 (Minn. App. 2017), review denied (Minn. Oct. 25, 2017). It argues
that Blum held that a “board’s decision to enter into a lease agreement was not immunized
because it acted as a board because it also ‘directly affect[ed] certain shareholders in their
individual capacities.’” But, in Blum, we were discussing whether a claim was derivative
or direct—we were not discussing the potential liability of the owners of a limited-liability
entity. See Blum, 901 N.W.2d at 215-16. This court did not consider any claims related to
alleged breaches of a member-control agreem ent of a limited liab ility company because
the parties in that case did not raise such arguments and, in fact, the company at issue was
not a limited liability company. See id. at 213.
While, on appeal, 40 Ventures has emphasized its theory that the members are
subject to suit because they engaged in wron gful conduct, at the district court, it
emphasized other arguments. One of those ar guments was that Aspire’s members are
subject to breach-of-contract claims because they appointed the gov ernors who took the
challenged actions. The district court rejected this argument, relying in part on an analysis

12
of Delaware courts’ refusal “to impute liability to a shareh older on the basis that the
shareholder appointed a director whose conduct is at issue.”
40 Ventures now states that it bases its claim not “merely on the affiliation between
. . . Respondents and their appointed Governors” but on the MCA and its significance as a
contract between 40 Ventures and the ot her members. While 40 Ventures does not
explicitly abandon its theory that the other members are liable based on the actions of their
appointed governors, its main brief does not offer an alternative basis for the theory that a
member can be held liable for the actions of a governor appointed by that member. Instead,
40 Ventures argues that its cl aims arise from the actions of members themselves. Given
that theory of the case, the Delaware case law discussed by the district court may indeed
be “inapposite,” as 40 Ventures asserts, but th at theory also forecl oses the argument that
40 Ventures made to the district court.
Still, despite arguing that the respondeat-supe rior theory rejected by the district
court is irrelevant, 40 Ventures presents a parallel argument in its reply brief. It argues that,
under Delaware law, a board designee’s “knowledge and participation” may be imputed to
a member who “has the right to unilaterally designate a member of an LLC’s board.” See
Carr v. New Enter. Assocs., Inc. , No. 2017-0381-AGB, 2018 WL 1472336, at *16 (Del.
Ch. Mar. 26, 2018) (“A director’s knowledge and participation in a breach may be imputed
to a non-fiduciary entity for wh ich that director also serves in a fiduciary capacity.”);
Carlson v. Hallinan, 925 A.2d 506, 542 (Del. Ch. 2006). Under this theory, the members
may be liable for actions taken by their appointed governors because the knowledge of and
participation in the alleged actions taken by governors may be imputed to respondents.

13
But 40 Ventures never raised these “know ledge and participation” cases to the
district court. A party cannot raise a new issue on appeal, “[n]or may a party obtain review
by raising the same general issue litigated below but under a different theory.” Thiele v.
Stich, 425 N.W.2d 580, 582 (Minn. 1988). We conclude that 40 Ventures forfeited the
argument that courts can impute a governor’s knowledge and participation to an appointing
member.7
In sum, because all of 40 Ventures’ bre ach-of-contract claims against the other
Aspire members are founded on the board’s alleged violation of the supermajority
requirements in section 3.3 of the MCA, 40 Ventures has failed to state a breach-of-contract
claim against the members.
B. Breach-of-fiduciary-duty claim

Count 9 of 40 Ventures’ complaint allege s that the other members of Aspire
breached their fiduciary duties to 40 Ventures. “A breach of fiduciary duty claim consists
of four elements: duty, breach, causation, and damages.” Hansen v. U.S. Bank Nat’l Ass’n,
934 N.W.2d 319, 327 (Minn. 2019). Members of a closely held LLC owe one another a
duty “to act in an honest, fair, and reasonable manner in the operation of the [LLC].” Minn.

7 Even assuming that 40 Ventures did not forfeit its imputed-knowledge-and-participation
argument, the Delaware cases apply the imput ed-knowledge-and-participation rule in the
context of claims of aiding and abetting a breach of fiducia ry duties, which include an
element of “knowing participation.” See Carr, 2018 WL 1472336, at *16; Carlson, 925
A.2d at 542. Such claims are not alleged here.

14
Stat. § 322B.833, subd. 4 (2016) (describing su ch a duty as one of the considerations in
granting an equitable remedy).8
40 Ventures’ description of count 9 in the complaint does not explicitly link actions
taken by the other members to a breach of fi duciary duties. Instead, it incorporates the
earlier allegations and states, “By their above-described actions and omissions,
Minnesquam, Way Trust (including the 2006 Grayhat Trust), and RC Ventures breached
their fiduciary duties to 40 Ventures.” But ag ain, to the extent th at the complained-of
actions are those taken by th e board, 40 Ventures cannot sustain a breach-of-fiduciary-
duties claim against the member s just because the members appointed governors to the
board. 40 Ventures asserts that “allegations relate to actions taken by the members, not the
governors, in violation of the member-control agreement.” But the only alleged violations
of the member-control agreem ents are the alleged violations of the supermajority
requirements in section 3.3 of the MCA. 40 Ventures is alleging that the members breached
their fiduciary duties through actions take n by the Aspire board, not by the members
themselves.
40 Ventures also points to a general statement in the complaint that the allegations
are against the other members “ both as shareholders and directors.” Bu t even though 40

8 40 Ventures also cites Minn. Stat. § 322C.0 409, subd. 1 (2018), which states that “[a]
member of a member-managed limited liability company owes to . . . the other members
the fiduciary duties of loyalty and care.” (E mphasis added.) But, even if chapter 322C
applies to 40 Ventures’ breach-of-fiduciary-duty claim, the MCA states that the board, not
the members, manages the business and affairs of Aspire. See Minn. Stat. § 322C.0407,
subd. 1 (2018) (stating that LLCs are memb er-managed by default, unless the operating
agreement provides that the company is managed by a board or by managers).

15
Ventures states that its clai ms are against respondents in their capacities as members of
Aspire, it still needs to allege a breach of fiduciary duty. Because the only alleged conduct
potentially amounting to a breach of fiduciary duties is the breach of the member-control
agreement, and the breach of that agreement is based on the obligations of the board, not
the members, 40 Ventures has failed to alle ge a legally sufficient claim of breach of
fiduciary duties.9
II. 40 Ventures fails to stat e a claim against Waycrosse for tortious interference
with contract.

“A cause of action for tortious interference with contract has five elements: (1) the
existence of a contract; (2) the alleged wrongdoer’s knowledge of the contract;
(3) intentional procurement of its breach; (4) without jus tification; and (5) damages.”
Sysdyne Corp. v. Rousslang, 860 N.W.2d 347, 351 (Minn. 2015) (quotation omitted).
40 Ventures asserts that it sufficiently alleged the elements of a tortious-
interference-with-contract clai m against Waycrosse. It conte nds that the district court
applied the wrong legal standard, as reflected in the district court’s statement in its order
that it “finds these allegations unpersuasive.”
The district court does state that “the c ourt finds these allega tions unpersuasive.”
But given the context of that statement, it is clear that the district court meant that it found

9 Because we affirm the dismissal of counts 1 through 9 on the basis that they are founded
on actions of the board, not the members, we need not address two other decisions by the
district court: (1) that 40 Ventures lacks st anding to bring the breach-of-contract claims
because the claims are derivative, not direct; and (2) that the breach-of-contract and breach-
of-fiduciary-duty claims against 2006 Grayhat Trust are legally insufficient because a trust
is not a proper party.

16
40 Ventures’ arguments unpersuasive, not the allegati ons. The statement follows the
district court’s analysis of 40 Ventures’ argu ment that certain factual allegations support
its tortious-interference claim. The district court points out that those allegations only focus
on the relationship between parties in the di spute, not on specific conduct that shows
Waycrosse or its agent Posthumus caused a br each of contract. Nothing in the district
court’s analysis suggests that it did not accep t 40 Ventures’ factual allegations as true, as
is required on a motion to dismiss for failure to state a claim.
40 Ventures alternatively contends that the district court mistakenly interpreted the
tortious-interference claim as alleging that Waycrosse intentionally procured 40 Ventures’
breach of the MCA. But the district court did not conclude that the only possible breach
had to come from 40 Ventures. Instead, the district court determined that, according to the
complaint, the only ac tions that Waycrosse took throu gh its agent were requesting that
Montague sign the separation agreement and requesting that Montague return his computer
and Aspire materials. These requests, the district court concluded, could not amount to the
“intentional procurement” of a breach of contract, in part because Montague refused the
requests. 40 Ventures assumes that the distri ct court meant a breach by Montague or 40
Ventures, but the district court did not specify who it contemplated as the breaching party.
40 Ventures does not allege that anything in the MCA prevented Waycrosse from making
its requests, and those requests could not have had a material impact on other parties’
actions because Montague denied them.
We conclude that the district court’s as sessment is correct. The complaint alleges
that Waycrosse participated in the remova l of 40 Ventures’ designee from the board, the

17
blocking of the appointment of another desi gnee, the dissolution of Aspire, the sale of
Aspire’s assets, Jabejo’s relinquishment of rights in Aspire, and the termination of Parker’s
employment and his removal from the board. Bu t the only actions alle ged to have been
taken by Waycrosse are the requests made by Posthumus, which Montague denied, and
responding to a phone call from Montague ab out his email access. 40 Ventures does not
identify how this conduct could amount to th e intentional procurement of a breach of
contract, particularly when Mo ntague denied the requests. Furthermore, 40 Ventures has
not alleged a breach of contract, let alone the intentional procurement of one. The alleged
breach identified by the complaint is that the members breached the MCA when the board
did not comply with the superm ajority provisions. As we discussed above, this was not a
breach of contract by the members because th e supermajority provisions did not apply to
them. The complaint thus fails to state a claim against Waycrosse for tortious interference
with contract.
III. 40 Ventures fails to state a claim for an order to disclose records.

40 Ventures argues that it stated a claim for an order granting access to Aspire’s
books based on Montague’s request, or, altern atively, based on its own authority as a
member of Aspire. 40 Ventures relies on Minn. Stat. § 322C.0410 (2018)10 to argue that a
member of a limited liability company may request certain records for a purpose material
to the member’s interest. But 40 Ventures does not allege that it requested documents and

10 The parties do not dispute that chapter 322C controls the request for documents because
Montague first requested documents after January 1, 2018, when chapter 322C took effect
with respect to LLCs created before August 1, 2015.

18
records from Aspire; instead, it alleges that Montague did so in his capacity as a governor
of Aspire. 40 Ventures contends that it sh ould receive access to th e documents based on
Montague’s request, but Minn. Stat. § 322C.0410, subd. 2, specifically delineates different
rights to access documents for governors and members in board-managed LLCs.
Respondents correctly point out that Montague is not a party to th is lawsuit, and 40
Ventures cannot enforce Montague’s rights to access Aspire’s records.
40 Ventures alternatively argues that its complaint constitutes a separate request for
records based on its status as a member of Aspire. But section 322C.0410, subdivision 2,
requires members to make requests “[d]uring regular business hours and at a reasonable
location specified by the company” and cont emplates a ten-day period for the LLC to
respond. A complaint filed with the district court is not “at a reasonable location specified
by the company.” 40 Ventures’ claim is legally insufficient.
Affirmed.