Where a plaintiff has alleged breach of an operating agreement, member oppression, breach of fiduciary duty and aiding and abetting breach of fiduciary duty, the defendants’ motions for summary judgment should be allowed in part and denied in part.
“This matter is before the Court on the following motions:
“1. 2100 Woodward Associates, LLC’s Motion for Summary Disposition;
“2. 2100 Woodward GP, Inc.’s Motion for Summary Disposition;
“3. C. Michael Kojaian’s Motion for Summary Disposition; and
“4. Kojaian Management Corporation’s Motion for Summary Disposition. …
“Plaintiff is a non-managing Member of Defendant 2100 Woodward Associates, LLC (‘2100 Woodward’). The members of 2100 Woodward are Plaintiff (49%), 2100 Woodward GP, Inc. (1%), C. Michael Kojaian (25%), and Mike Kojaian (25%).
“2100 Woodward owns and operates Stoneridge I Office Park, a commercial property located at 41000 Woodward Avenue, Bloomfield Hills, Michigan. Defendant 2100 Woodward GP, Inc. (‘2100 GP’) acts as the Manager of 2100 Woodward.
“Plaintiff alleges that Kojaian Management Corporation (‘KMC’) is affiliated with 2100 GP and provides management, financing, guaranty, development, leasing, and other services to 2100 Woodward. Plaintiff alleges that C. Michael Kojaian (‘CMK’) is an individual who exercises control over 2100 GP and KMC. …
“Plaintiff argues that 2100 Woodward is governed by its Operating Agreement, which confers authority to 2100 GP while imposing duties of loyalty, good faith, and transparency, and restricting self-dealing and affiliated transactions. Plaintiff is a non-managing member of 2100 Woodward. Plaintiff argues that Defendants, acting in concert, engaged in a series of affiliated transactions, including financing fees, loan guarantor fees, management fees, development fees, leasing commissions, and payments to construction affiliates, all without written agreements (Complaint, ¶ 15). Plaintiff further alleges that capital contributions and advances were structured in a way that altered the ownership percentages (Id., ¶ 16). Finally, Plaintiff alleges that it has repeatedly requested complete and timely information necessary to understand 2100 Woodward’s financial condition, but the information has not been provided (Id. ¶ 17). …
“IT IS HEREBY ORDERED that 2100 Woodward Associates, LLC’s Motion for Summary Disposition is hereby granted as to Count I;
“IT IS HEREBY ORDERED that 2100 Woodward GP, Inc.’s Motion for Summary Disposition is denied in its entirety;
“IT IS HEREBY ORDERED that C. Michael Kojaian’s Motion for Summary Disposition is granted as to Counts I and II, and denied as to Count IV;
“IT IS HEREBY ORDERED that Kojaian Management Corporation’s Motion for Summary Disposition is denied as to Count IV.”