Kasten v. DORAL DENTAL USA, LLC

¶ 1. This case concerns a limited liability company (LLC) member's request to inspect company records and is before us on certification from the court of appeals, pursuant to Wis. Stat. § (Rule) 809.61 (2003-04). 1 Marie Kasten, a non- *605 managing member of the former Doral Dental USA, LLC (Doral Dental), appeals from an order of the Ozaukee County Circuit Court, Honorable Tom R. Wolfgram, denying her request to inspect copies of company electronic mails (e-mails) and document drafts, and an order of summary judgment dismissing her action to compel Doral Dental to comply with her inspection requests. 2

¶ 2. The circuit court denied Marie's request to inspect e-mails and document drafts on grounds that: (1) the e-mails and document drafts were neither "records" under Wis. Stat. § 183.0405(2) nor "Company documents" under Doral Dental's operating agreement and, therefore, were not subject to inspection; and (2) Doral Dental was unable to make available for inspection the requested items because they were stored on computer equipment that was no longer under Doral Dental's control.

¶ 3. The court of appeals certification asks us to address the following questions:

1) Whether Wis. Stat. § 183.0405, part of the Wisconsin Limited Liability Company Law (WLLCL), grants a broad right of member access to limited liability company records that, absent contrary lan *606 guage in the LLC operating agreement, embraces informal and nonfinancial records;

2) If the court determines that the statute grants members a broad inspection right, whether e-mails can be classified as "records" under Wis. Stat. § 183.0405(2) such that they are subject to a member's inspection.

We believe that the certification raises novel questions of statutory interpretation. However, the case before us does not present the precise questions that the certification raises.

¶ 4. Wisconsin Stat. § 183.0405(2) grants LLC members the right to inspect "any ... limited liability company record," "unless otherwise provided in an operating agreement." Doral Dental's operating agreement gives members the right to inspect "Company documents" as well as "records." See Doral Dental Operating Agreement, §§ 6(k)(i) (providing right to inspect "all. . . records") and 8(e) (providing a right to inspect and copy "Company documents").

¶ 5. We conclude Doral Dental's operating agreement provides greater member rights of inspection than Wis. Stat. § 183.0405(2) because "Company documents" is a broader category of stored information than "records." 3 We therefore do not address whether "infor *607 mal" stored information and e-mails are "records" for purposes of Wis. Stat. § 183.0405(2). 4 Construing Doral Dental's operating agreement, we conclude that "Company documents" embraces document drafts and some company e-mails. We therefore conclude the circuit court's ruling to the contrary was in error.

¶ 6. As provided by Wis. Stat. § 183.0405 and Doral Dental's operating agreement, an LLC member may make an inspection only "upon reasonable request." We conclude that the reasonableness inquiry seeks to balance the statute's bias in favor of the member's right of inspection against the burden the specific request may place upon the company. We construe the language "upon reasonable request" to pertain to the financial burdens a request may place upon the company, as well as the timing and form of inspection.

¶ 7. We therefore reverse the circuit court's orders denying Marie Kasten's request to inspect e-mails and document drafts and dismissing her declaratory action on summary judgment. We remand this matter to the circuit court to reconsider Marie's request of July 2004 to. inspect e-mails and document drafts in a manner consistent with this opinion.

HH

¶ 8. Doral Dental was organized on April 29, 1996, by, among others, Craig Kasten (Craig), who was *608 then married to Marie Kasten (Marie). Doral Dental's primary business was creating and administering dental programs for health maintenance organizations (HMOs) and state governments. In the year 2000, Doral Dental reported revenues of $98.3 million. Marie asserts (and Doral Dental does not dispute) that much of Doral Dental's success was due to the utility of claims processing software developed by Craig. In early 2001, Craig and Marie divorced, with each taking a 23.13% interest in Doral Dental. MOA Investments, a company managed and part-owned by Doral Dental Chief Executive Officer Greg Borca, held 51.4% of Doral Dental, the lion's share of the interest in the company not held by Craig or Marie.

¶ 9. In February 2003 Marie began asserting her rights under the operating agreement and Wis. Stat. § 183.0405(2) to inspect and copy company records and documents. Marie states that she made these requests because negotiations had begun with potential buyers for the sale of Doral Dental, and she was concerned that such a transaction would adversely impact her interest in the company. Marie asserts that after reviewing documents produced in response to her initial inspection request, she "began to suspect that Doral's management was engaging in various actions adverse to her interests, such as the transfer, without adequate consideration of Doral's assets, including the [software] at the heart of the Company's success, to entities which Craig Kasten/MOA [Investments] owned, but she did not."

¶ 10. Marie asserts that several of the documents that Doral Dental produced in response to her inspection requests gave her cause for concern. Marie notes that a copy of a multi-part restructuring plan she obtained showed that Doral Dental was to be acquired *609 by Doral Systems, Inc., a company owned by Craig in which Marie had no interest, and eventually placed under the ownership of Athena Insurance Technologies Corporation, a company that would be held by Craig and MOA Investments. Marie further points to handwritten notes of an August 2001 meeting regarding a restructuring proposal that appeared to ask what "claims" Marie might have if the proposal were adopted. She alleges that a company e-mail 5 Craig sent to other Doral Dental executives and its attorney, stating that he "would rather sell Doral Dental for +$90 million and focus on growing the emerging companies [,]" indicates that Craig intended to steer future growth opportunities away from Doral Dental.

¶ 11. From February to October 2003, Marie made numerous requests of Doral Dental managers and their attorneys to inspect company records. Doral Dental fulfilled to Marie's satisfaction some of these requests but not others. In November 2003 Marie filed an action in Ozaukee County Circuit Court seeking an order pursuant to the operating agreement and Wis. Stat. § 183.0405 requiring Doral Dental to provide Marie with copies of documents not yet produced and to respond to her requests for information about Doral Dental's attempts to sell the company. Doral Dental states that prior to and during the ensuing litigation, it provided for Marie's inspection over thirteen boxes containing 35,000 documents.

¶ 12. In April 2004 some of Doral Dental's assets, including some computer equipment, were sold to *610 DentaQuest Ventures (DQV) for approximately $95 million. Marie received $17.9 million from the sale. 6 In July 2004 Marie filed a motion to compel production of documents not yet provided for inspection by Doral Dental. The motion sought inspection of electronic files and document drafts first requested in two June 2004 letters to Doral Dental. Specifically, the motion requested the following: "For the years 2001 to the present, e-mails by/to/from Greg Borka, Craig Kasten or Lisa Sweeney"; "[a] 11 internal communications between the officers or directors of Doral (e-mail, memo or correspondence) for the years 2001 to the present"; and "drafts of... sales documents and exhibits." Marie proposed that a computer expert provided at her expense "make a copy of the e-mail server."

¶ 13. Doral Dental opposed Marie's request to inspect e-mails and other electronically stored files, asserting that "all computers were sold," and that, regardless, the request was unreasonable under Wis. Stat. § 183.0405(2) and the operating agreement because it contained no limitation as to subject matter, and sought all e-mails over a three-year period. Doral Dental argued that the e-mails likely numbered in the hundreds of thousands and that it would have to review each e-mail to segregate those containing information to which Marie was not entitled, including attorney-client communications and personal communications not related to company business.

¶ 14. The circuit court held a hearing on July 30, 2004, on the motion to compel. In a bench decision, the circuit court concluded that e-mails were not "Company *611 documents" under the operating agreement, and, further, that Doral Dental could not produce the e-mails because the computer equipment containing these documents was no longer in its possession:

I guess I have the most problem with the e-mails. They're not documents or records. They're just communications. It's like notes or a telephone call. I mean it's — e-mails in my view are certainly entirely different, coupled with the fact that they don't have possession of the machines that are storing the electronic data.

The circuit court concluded that e-mails were not subject to inspection under the WLLCL or the operating agreement:

First of all, I think the term "documents" is broader than the term "records." It may well encompass things which would not fall under the contemplation of the statute. And as such, I think that the agreement provides a broader basis upon which to request information than the statute itself does.

I don't think that emails fall under the definition of documents. They just don't. They're communications. It's like asking someone to provide a summary of a telephone conversation. It may be memorialized electronically, but it clearly in my view is not a document, nor a draft that may be contained on those emails. They're simply not documents in my opinion as that was contemplated by the terms of the operating agreement.

The circuit court added:

The other basis for my ruling as to the emails is that, quite frankly, I think they're out of the control of the company at this point. They're contained on machines that they don't have. There may be other ways to get those documents, but I don’t think that I could *612 under anything compel Doral to go and get them. I don't think they have the ability to do that, nor do they have to go out and actually create something. I don't think that's their responsibility.

¶ 15. On August 2, 2004, Marie served a subpoena on DQV to obtain copies of the hard drives of the computers Doral Dental sold to DQV and copies of back-up tapes containing e-mail and other electronic data produced through April 2, 2004, the date Doral Dental was sold to DQV Marie and DQV reached an agreement whereby a computer expert would copy, at Marie's expense, the hard drives of computers used by Ronald Brummeyer and Lisa Sweeney, two DQV employees who had formerly worked for Doral Dental. The computer expert would then provide a written report of his findings for Marie and DQV who would meet to confer regarding the production "of any such e-mail that may be relevant" to the action against Doral Dental.

¶ 16. In response, Doral Dental filed a motion for a protective order to prevent Marie from obtaining a copy of the electronic files from DQV The circuit court denied Doral Dental's motion, concluding that Doral Dental no longer had an interest in documents contained on the computer equipment it had sold to DQV Marie asserts that she has not obtained access to these files, however, "due to DQV's acquiescence to Defendant's insistence that Doral and its counsel be allowed to 'screen' the e-mails to determine what should be produced" to her. The circuit court formalized its ruling regarding the protective order, and its prior ruling denying Marie's request to obtain e-mails and drafts from Doral Dental directly, in a January 2005 written order.

*613 ¶ 17. In November 2004 Doral Dental filed a motion for summary judgment. Marie requested that a hearing on the motion be stayed because she had yet to obtain a copy of the electronic files from DQV She also requested that the circuit court consider first whether certain correspondence between Doral Dental's managers and its attorneys was subject to the crime/fraud exception to the rule of attorney-client privilege. The circuit court denied Marie's motion for a stay. It then granted Doral Dental's motion for summary judgment, concluding that Doral Dental had "complied with [all requests for record inspection] that they were supposed to comply with."

¶ 18. Marie appealed to the court of appeals, and the court of appeals certified this case to address the scope of an LLC member's right of inspection, and whether this right encompasses the right to inspect e-mails and document drafts.

II

¶ 19. This case requires us to examine the record inspection provisions of Wisconsin's Limited Liability Company Law (WLLCL) contained in Wis. Stat. § 183.0405, and the inspection provisions of the operating agreement of Doral Dental USA, LLC. Statutory interpretation and contract interpretation are matters of law subject to our independent review. See Gottsacker v. Monnier, 2005 WI 69, ¶ 13, 281 Wis. 2d 361, 697 N.W.2d 436.

¶ 20. This case was disposed of by the circuit court on summary judgment. We review a grant of summary judgment de novo, benefiting from the circuit *614 court's analysis, but applying the same methodology as the circuit court. Dairyland Greyhound Park, Inc. v. Doyle, 2006 WI 107, ¶ 15, 295 Wis. 2d 1, 719 N.W.2d 408.

HH hH I — I

¶ 21. We begin by discussing the legal background of the WLLCL, and the applicable language of Wis. Stat. § 183.0405 and the operating agreement.

A

¶ 22. We first considered Wisconsin's limited liability company statute two years ago in Gottsacker. There, we noted that the LLC is a hybrid business form that combines structural elements of the corporation and the partnership forms:

From the partnership form, the LLC borrows characteristics of informality of organization and operation, internal governance by contract, direct participation by members in the company, and no taxation at the entity level. From the corporate form, the LLC borrows the characteristic of protection of members from investor-level liability.

Gottsacker, 281 Wis. 2d 361, ¶ 15. 7

¶ 23. Wisconsin enacted its LLC statute, the Wisconsin Limited Liability Company Law (WLLCL), Chapter 183 of the state statutes, in 1993. Id., ¶ 18. The drafters of the WLLCL borrowed concepts from the state partnership and corporation statutes, *615 Chapters 179 and 180 respectively, and the 1992 Prototype Limited Liability Company Act, a product of an ABA Business Law Section subcommittee. Id.

¶ 24. The WLLCL contains an explicit statement of statutory purpose, which provides, in part, that "[i]t is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements." 8 Wis. Stat. § 183.1302(1). LLCs and LLPs: A Wisconsin Handbook § 1.11 (rev. ed. 1999), written by the members of the State Bar Business Law Committee who drafted the WLLCL, explains that the committee members sought to encourage LLCs to adopt their own rules by operating agreement, while establishing default statutory rules that were simple enough to be used by "mom and pop" operations:

[F]lexibility within the act and freedom of contract among members were the overriding goals [of the WLLCL], ... [T]he WLLCL incorporated flexible default provisions that were designed to apply only if the operating agreement did not address the issue....

The paramount importance of flexibility and freedom of contract is evident throughout the WLLCL. All statutory provisions dealing with governance, membership, finance, dissolution and even fiduciary duties may be varied by the operating agreement. The drafters intended the operating agreement to give members the opportunity to establish the real law applicable to the LLC, even with the attendant risk to the unsophisticated investor.

*616 Notwithstanding this approach, it was also intended that the LLC form be suitable for the "mom and pop" grocery store. The drafters hoped that the LLC would provide an inexpensive and simple vehicle that did not require legal guidance at every step. Indeed, it was visualized that an operating agreement would not even be required for many LLCs or that the agreement would merely focus on the specifics of the business deal, permitting the statute to fill in the gaps. Thus, the default provisions were drafted with a common-sense business approach. 9

¶ 25. The default rules concerning the rights of LLC members to inspect company records, and the duties of LLC managers to disclose information to members, are provided in Wis. Stat. § 183.0405. Subsection (1) of § 183.0405 sets forth the records a limited liability company must keep at its principal place of business. These include a list of members, and, if applicable, manager(s); copies of the articles of organization and all amendments thereto; copies of tax returns and financial statements; copies of all operating agreements, all amendments thereto, and operating agreements no longer in effect; the value of each member's contribution to the LLC; information concerning additional contributions to be made by each member; events upon which the LLC is to be dissolved; and any other writings required under the operating agreement. 10

*617 ¶ 26. Wisconsin Stat. § 183.0405(2) addresses the right of a member to inspect company records. It provides as follows: "Upon reasonable request, a member may, at the member's own expense, inspect and copy during ordinary business hours any limited liability company record required to be kept under sub. (1) and, unless otherwise provided in an operating agreement, any other limited liability company record, wherever the record is located." Chapter 183 does not define what constitutes an LLC "record," or indicate what constitutes a "reasonable request" for inspection.

*618 ¶ 27. The WLLCL further addresses a member's right to company information by imposing a duty upon LLC managers to disclose "true and full information of all things affecting the [LLC] members to any member . . . upon reasonable request of the member or [the member's] legal representative." Wisconsin Stat. § 183.0405(3) provides in full:

Members or, if the management of the limited liability company is vested in one or more managers, managers shall provide, to the extent that the circumstances render it just and reasonable, true and full information of all things affecting the members to any member or to the legal representative of any member upon reasonable request of the member or the legal representative.

¶ 28. Here, Doral Dental's operating agreement included two provisions regarding a member's right of inspection that were effective when Marie made the July 2004 inspection request that is the focus of this appeal. 11 Section 6(k)(i) of Doral Dental's operating agreement provided as follows:

Books of Account. The manager shall maintain full and accurate books of account for the Company at the principal Company office. Each Member shall have access and the right to inspect and copy such books and all other Company records at all reasonable times.

Section 8(e) of the operating agreement provides:

*619 Company Books. Upon reasonable request, each Member shall have the right, during ordinary business hours, to inspect and copy Company documents at the requesting Member's expense.

Doral Dental's operating agreement is silent on the company managers' duty to disclose information to Doral Dental members.

B

¶ 29. Doral Dental contends that Wis. Stat. § 183.0405 should not be read to authorize members to make unlimited record requests that amount to "corporate proctology exams." Doral Dental argues that a member's right to inspect company records hinges on the reasonableness of the request, citing language of § 183.0405(2) that authorizes inspections "upon reasonable request." It asserts that the operating agreement similarly provides that Doral Dental managers need comply only with "reasonable" member requests to access records. It further notes that the requirement of § 183.0405(3) that the member/managers or managers of an LLC provide "true and full information of all things affecting the members to any member" is only "to the extent that the circumstances render it just and reasonable."

¶ 30. Doral Dental asserts that the types of documents described in Wis. Stat. § 183.0405(1) (member lists, tax returns, copies of the operating agreement, values of member contributions, dissolution events and "other writings as required by an operating agreement") are illustrative of those that we should consider to he "records" under § 183.0405(2). It further notes that subsection (2) does not reference e-mails or drafts of documents.

*620 ¶ 31. When construing a statute, we begin with the statutory language. State ex rel. Kalal v. Circuit Court, 2004 WI 58, ¶ 45, 271 Wis. 2d 633, 681 N.W.2d 110. "If the meaning of the statute is plain, we ordinarily stop the inquiry." Id. (citation omitted). Nevertheless, the scope, context and purpose of a statute are relevant to a plain-meaning interpretation of an unambiguous statute "as long as the scope, context, and purpose are ascertainable from the text and structure of the statute itself, rather than extrinsic sources, such as legislative history." Id., ¶ 48. "A statute's purpose or scope may be readily apparent from its plain language or its relationship to surrounding or closely-related statutes — that is, from its context or the structure of the statute as a coherent whole." Id., ¶ 49. When a statute contains an explicit statement of legislative purpose or scope, we may consider it when ascertaining a statute's plain meaning. Id.

¶ 32. We begin by examining the record inspection provisions of two closely-related statutes, the corporation and partnership statutes. As we noted above, the LLC is a hybrid of these two business forms, and the drafters of Wisconsin's LLC statute borrowed freely from these established forms in crafting the WLLCL. LLCs and LLPs: A Wisconsin Handbook, § 1.16.

¶ 33. Wisconsin Stat. § 179.05(1) of Wisconsin's Uniform Limited Partnership Act enumerates the records a limited partnership must keep. Section 179.05(2) then provides that records under that subsection "are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours." Section 179.05 does not include explicit requirements concerning the form, timing and purpose of the request. Like the WLLCL, *621 the limited partnership statute provides an interest holder with the right to inspect and copy records "at the reasonable request" of the interest holder. However, the limited partnership statute appears to restrict the right to inspect records to those enumerated by the statute, while the WLLCL contains no such limitation; LLC members may inspect and copy "any other LLC records" in addition to those enumerated in Wis. Stat. § 183.0405(1), "unless otherwise provided in an operating agreement." § 183.0405(2).

¶ 34. The corporation inspection statute, Wis. Stat. § 180.1602(2)(b), contains numerous limitations on shareholder access to corporate records, including requirements that the requests be made "in good faith and for a proper purpose," and that the request identify "with reasonable particularity" the records sought and the purpose of the request. Moreover, an inspection request must target only those records that "are directly connected with [the requester's] purpose." See § l80.l602(2)(b)3.-5. 12

*622 ¶ 35. Doral Dental urges us to look to the corporation inspection statute for guidance in interpreting Wis. Stat. § 183.0405. Doral Dental asserts that the explicit limitations on a shareholder's record inspection demand contained in the corporation statute strike a proper balance between the shareholder’s legitimate need for information and the corporation's need to be protected from repeated, harassing record requests. It argues that language limiting a member's right to inspect records to requests that are "reasonable" establishes a similar balance in the LLC context between the *623 inspection right of members and the need to protect companies from improper record requests.

¶ 36. However, consideration of the WLLCL's inspection provision in light of its corporate counterpart only serves to highlight the differences between the statutes. The corporation statute includes a host of explicit requirements not provided in the WLLCL's inspection statute, including that the requester either hold at least five percent of the company's shares or be a shareholder for at least six months prior to the request; that the request be made in writing, and at least five days prior to the desired inspection date; and that the records requested be directly connected to the purpose of the request. Wis. Stat. § 180.1602(2)(b).

¶ 37. Additionally, the corporation statute limits shareholder inspection rights to the types of records enumerated in Wis. Stat. § 180.1602(2)(a). The WLLCL, by contrast, contains no explicit restrictions on the time and place of inspection, and allows access to "any . . . limited liability company record," unless otherwise provided by the operating agreement. Wis. Stat. § 183.0405(2). Indeed, the transparency of the business form established by the default rules of the WLLCL is further illustrated by its unique requirement that managers provide "true and full information of all things affecting the members to any member . . . upon reasonable request of the member." Wis. Stat. § 183.0405(3). There is no analogue to this provision in the corporation statute.

¶ 38. By the plain language of Wis. Stat. § 183.0405(2), an LLC member may inspect anything that is a "record," and access will be granted to the member "upon reasonable request." Thus, the scope of a member's right of inspection under the default inspection provisions of § 183.0405(2) is exceptionally *624 broad, and hinges on what constitutes an LLC "record," and the degree and kind of restrictions on access that "upon reasonable request" may impose.

¶ 39. This interpretation is consistent with the purposes of simplicity and freedom of contract that are at the heart of the WLLCL. As we said in Gottsacker, the overriding goal of the WLLCL was "to create a business entity providing limited liability, flow-through taxation, and simplicity." 13 Gottsacker, 281 Wis. 2d 361, ¶ 19 (citation omitted). See LLCs and LLPs: A Wisconsin Handbook at § 1.11 ("[I]t was . .. intended that the LLC form be suitable for the 'mom and pop' grocery store.... Indeed, it was visualized that an operating agreement would not even be required for many LLCs."); Wis. Stat. § 183.1302(1) ("It is the policy of [the WLLCL] to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.").

¶ 40. The default inspection rules provided in Wis. Stat. § 183.0405(2) were designed for less sophisticated companies that would be less likely to craft their own inspection rules in an operating agreement. Accordingly, the default provisions do not include cumbersome restrictions on records access that might burden such businesses. Conversely, the statutory scheme envisions that larger, more sophisticated companies with multiple members may chose to adopt inspection rules that may be more suited to their *625 needs, and the statute permits them to do so by the operating agreement. 14

¶ 41. In this case, we note that the inspection provisions of the operating agreement are not identical to those of Wis. Stat. § 183.0405(2). While the operating agreement, like the statute, provides for inspection "upon reasonable request," the agreement provides members a right to inspect "documents" as well as "records." We therefore examine first whether, under language of the operating agreement, informal stored information, document drafts and e-mails may be "records" and/or "documents."

C

¶ 42. As noted above, section 6(k)(i) of Doral Dental's operating agreement provides that "[ejach Member shall have access and the right to inspect and copy such books and all other Company records at all reasonable times." Later, section 8(e) provides as follows: "Upon reasonable request, each Member shall have the right, during ordinary business hours, to inspect and copy Company documents at the requesting Member's expense."

¶ 43. The WLLCL does not define "record." Likewise, Doral Dental's operating agreement does not define "record" or "Company document." 15

*626 ¶ 44. We therefore consult a dictionary to ascertain the common meaning of these words. See State v. Denis L.R., 2005 WI 110, ¶ 40, 283 Wis. 2d 358, 699 N.W.2d 154. Merriam-Webster's Collegiate Dictionary (11th ed. 2003) defines "record" as "an authentic official copy of a document deposited with a legally designated officer," id. at 1040, and "document" as "a writing conveying information" or "a computer file containing information input by a computer user and usually created with an application (as a word processor)." Id. at 368. Merriam-Webster's definition of "record" — "an authentic official copy of a document" — indicates that a "document" is a broader category of stored information than "record," capturing all "records" and many types of stored information that would not be "records." However, section 8(e) of the operating agreement does not permit inspection of "documents," but rather "Company documents." We conclude that Doral Dental's operating agreement, by permitting inspection of "Company documents" as well as the statutorily-provided "records," affords access to more forms of stored information than the default inspection provisions of the WLLCL. Thus, we do not address whether the right to access "any other records" under Wis. Stat. § 183.0405(2) embraces *627 "informal and nonfinancial records," and/or e-mails and document drafts. We examine instead what constitutes a "Company document" subject to member inspection under Doral Dental's operating agreement, and, specifically, whether e-mails and document drafts may be "Company documents."

¶ 45. The circuit court concluded that e-mails and document drafts were categorically neither "records" nor "Company documents" and therefore were not subject to inspection. The circuit court reasoned that e-mail was a "communication," similar to a telephone call, and not a "record" or a "Company document."

¶ 46. We agree with the circuit court that some e-mails may properly be categorized as private communications between the sender and the receiver that are neither "Company documents" nor "records." Nevertheless, the circuit court's view fails to account for the ubiquity of e-mail in today's business world and the many purposes for which e-mail is now used. E-mail is a primary tool of modern business communication. One market research firm estimates that in 2006, there were 128.7 million business e-mail users, and that the typical business user sent and received 600 e-mails per week. David Ferris, Industry Statistics (2006), http://www.fems.com/research-library/industry-statistics.

¶ 47. For most businesses, e-mail has all but replaced hardcopy correspondence and memoranda. Michael McCrystal, William C. Gleisner III, & Michael Kuborn, Coping with the Legal Perils of Employee Email, Wisconsin Lawyer, March 1999, at 48 ("Email is rapidly becoming a vehicle for intra-office communication that is as important, if not more important, than 'snail' mail and hardcopy memoranda."). A categorical *628 holding that e-mail is never a "Company document" under Wis. Stat. § 183.0405(2) would be blind to the day-to-day volume of e-mail in the modern business setting and the business-related purposes for which e-mail is used. Moreover, such a holding would frustrate the purposes of the inspection statute by encouraging LLC managers to conduct business via e-mail to avoid the scrutiny of non-managing members.

¶ 48. However, without addressing the question of whether all e-mail created and stored on company equipment is necessarily a "document," we do not believe that all of the requested e-mails in this case are necessarily "Company documents" subject to Marie's inspection under the Doral Dental operating agreement. When construing the language of a contract, we give meaning to every word, avoiding constructions "which render[] portions of a contract meaningless, inexplicable or mere surplusage." Goebel v. First Fed. Sav. and Loan Ass'n of Racine, 83 Wis. 2d 668, 680, 266 N.W.2d 352 (1978). We construe "Company" to limit "documents" available for inspection to those relating to the business. Stored information of a strictly personal or social nature, such as personal e-mails that do not touch upon business matters, are not "Company documents" subject to inspection under the operating agreement. 16 Subject to this limitation, we therefore conclude that information that is stored as e-mail may be a *629 "Company document" subject to a member's reasonable inspection request under the operating agreement. Because the circuit court concluded information that is stored as e-mail was categorically not a "Company document," its decision was in error. See State v. Hutnick, 39 Wis. 2d 754, 763, 159 N.W.2d 733 (1968).

¶ 49. With regard to Marie's request to inspect company document drafts, we conclude that such drafts are clearly "a writing conveying information," Merriam-Webster's definition of "document." Merriam-Webster's New Collegiate Dictionary at 368. Accordingly, under the language of the operating agreement, document drafts are subject to inspection upon a member's reasonable request. We do not address here whether a document draft may be a "record" within the meaning of Wis. Stat. § 183.0405(2).

¶ 50. We have thus concluded that the operating agreement provides member access to business-related company e-mails and document drafts. This right is subject to "upon reasonable request" language contained in Wis. Stat. § 183.0405(2) and the operating agreement, which we consider in the next section. We pause first, however, to consider what impact, if any, the requirement of § 183.0405(3) that LLC managers provide "information" about "all things affecting the members" may have upon a request to inspect LLC records or documents.

¶ 51. Wisconsin Stat. § 183.0405(3) is not a "record" or "document" inspection statute per se. Rather, it imposes a duty upon managers to provide, *630 "upon reasonable request," "true and full information of all things affecting the members," whether or not that information is recorded and stored as a "record" or a "document." § 183.0405(3). It establishes a member right to "true and full information," without regard to whether that information is recorded and stored as a "record" or "document." However, the requesting member is entitled under this section only to information "affecting the members." § 183.0405(3). Managers must provide such information to members "to the extent that the circumstances render [the provision of the information] just and reasonable." Id.

¶ 52. We construe the phrase "all things affecting the members" to mean all things affecting the requesting member's financial interest in the company. To the extent that records and documents requested by Marie under Wis. Stat. § 183.0405(2) contain information affecting her financial interest in the company, subsection (3) requires that the information contained in the records or documents be furnished to Marie.

¶ 53. Doral Dental contends that Wis. Stat. § 183.0405(3) limits the scope of records and documents subject to inspection under § 183.0405(2) and sections 6(k)(i) and 8(e) of the operating agreement to records and/or documents that "affect" the member's interest. However, nothing in the text of subsections (2) and (3) suggests that the two should be read to limit each other. Had the legislature intended to limit the scope of inspection provision to only those "records" that affect a member's membership interest, it would have done so in the text of the inspection provision.

*631 D

¶ 54. Earlier, we rejected Doral Dental's argument that language in Wis. Stat. § 183.0405 and the operating agreement providing access to LLC records only "upon reasonable request" imposed on LLC members the specific limitations on inspection rights set forth in the corporation statute. See supra, ¶ 34-37. We return now to this language to determine what constitutes a "reasonable request" with respect to LLC member inspection rights.

¶ 55. For her part, Marie argues that "upon reasonable request" does not relate to the scope of records subject to inspection, only to the timing of the inspection and the form of production requested. Marie asserts that where the legislature has provided access to records "upon reasonable request," it has not restricted the scope of the records requested, citing the inspection provisions of the limited partnership statute, Wis. Stat. § 179.05. Marie notes that § 179.05(2) already limits a partner's inspection right to records required to be kept under § 179.05(1), so the limited partnership statute's guarantee of access "upon reasonable request" in that statute applies only to time and manner of inspection. Marie reasons that because § 179.05(2) uses the phrase "upon reasonable request" in a very similar context, we should construe the phrase as having the same meaning in Wis. Stat. § 183.0405.

¶ 56. Doral Dental contends that "upon reasonable request" applies to more than just the timing and form of the inspection, but also to the breadth of the request, to whether the request is tied to the concerns of the requester and to the types of records or documents requested. Doral Dental argues that the reasonableness requirement attempts to strike a balance *632 between member access to information and the LLC's ability to conduct its business. Doral Dental asserts that the "upon reasonable request" language prohibits requests that are not reasonably limited by the date the requested items were created, by the place the items may be stored, and/or by the reason for the request. Doral Dental also argues the reasonableness language should be read to limit the right of inspection to certain kinds of formal records, such as tax returns, financial records and sales tax documents.

¶ 57. We d