MATTHEW VAN STEENWYK, Plaintiff, v. KEDRIN E. VAN STEENWYK, et al., Defendants Case No. 2:20-cv-02375-FLA (AJRx) United States District Court, C.D. California Filed February 18, 2025 Aenlle-Rocha, Fernando, United States District Judge ORDER FOLLOWING TRIAL ON PLAINTIFF'S SEVENTH CAUSE OF ACTION RULING *1 Before the court for a final determination is Plaintiff Matthew Van Steenwyk's (“Plaintiff”) seventh cause of action (“§ 1601 Claim”) against Nominal Defendant Applied Technologies Associates, Inc. (“ATA”) for violation of Cal. Corp. Code § 1601 (“§ 1601”), which permits a corporate shareholder to inspect corporate records. Dkt. 179 (Fourth Amended Complaint, “4AC”) ¶¶ 178–185. Plaintiff requests the court find ATA violated § 1601 and order ATA to make documents available to him. Id. The court received evidence regarding the § 1601 Claim during a joint bench and jury trial that took place from June 24, 2024, through July 10, 2024, and during a separate bench trial on October 29, 2024. Dkts. 443, 485, 489, 491, 608. After Plaintiff rested his case, ATA moved to dismiss the § 1601 Claim. Dkt. 642 (“Bench Trial Tr.”) at 121:8–13. The court took the motion under submission, pending submission by the parties of proposed findings of fact and conclusions of law. Id. at 135:16–25. On January 10, 2025, Plaintiff and ATA submitted proposed findings of fact and conclusions of law. Dkts. 669 (“ATA's Mem.”), 670-1 (“Pl.'s Mem.”). The court, after considering and weighing the evidence presented and evaluating the witnesses' credibility during trial, FINDS in Plaintiff's favor on the § 1601 Claim and ORDERS ATA to make documents available for inspection, as detailed below. BACKGROUND Plaintiff brings this action individually as Trustee and Beneficiary of The Matthew Van Steenwyk GST Trust and The Matthew Van Steenwyk Issue Trust, and as Co-Trustee of The Gretchen Marie Van Steenwyk-Marsh GST Trust and The Gretchen Marie Van Steenwyk-Marsh Issue Trust (all together, “Plaintiff's Trusts”), and derivatively on behalf of ATA, Scientific Drilling International, Inc. (“SDI”), and ATA Ranches, Inc. (“ATA Ranches” or “ATAR”). 4AC; Dkt. 438 (Final Pretrial Conference Order, “FPTCO”) at 3. Plaintiff asserts claims against: (1) directors of ATA and SDI, namely, Pamela Pierce, Phillip Gobe, Philip Longorio, Gene Durocher, Joseph McCoy, Daniel Carter (“Carter”), and Kieran Duggan (“Duggan”) (collectively, the “D&O Defendants”); (2) controlling shareholders, directors, and officers of ATA and SDI, namely, Elizabeth A. Van Steenwyk (“Elizabeth”) and Kedrin E. Van Steenwyk (“Kedrin”)[1]; and (3) Adelaida Cellars, Inc. (“Adelaida”). 4AC at 1–2. In his Fourth Amended Complaint, Plaintiff asserts four derivative claims: (1) breach of fiduciary duty against Elizabeth, Kedrin, and the D&O Defendants; (2) corporate waste against Elizabeth, Kedrin, and the D&O Defendants; (3) accounting against the D&O Defendants; and (4) declaratory relief against all Defendants. 4AC ¶¶ 144–85. Plaintiff also asserts three direct claims: (5) breach of fiduciary duty by controlling shareholder against Kedrin and Elizabeth; (6) aiding and abetting breach of fiduciary duty by controlling shareholder against the D&O Defendants and Adelaida; and (7) for an order compelling the production of corporate records against ATA.[2] Id. FINDINGS OF FACT[3] *2 ATA develops and markets drilling navigation systems for the oil and gas industry. FPTCO at 4. ATA is a sister company of SDI, and they hold joint board of directors meetings. Id. at 4–5, 9, 11–12. Elizabeth, Kedrin, and the D&O Defendants served as directors and officers of both entities. Id. Elizabeth was the controlling shareholder of ATA and SDI from approximately April 9, 2021 to June 21, 2016, when Kedrin became the controlling shareholder. Id. at 5–6, 8. At all relevant times, Plaintiff's Trusts owned 47.5% of the Class B, noncontrolling shares of ATA. Id. at 6, 11. Prior to 2013, ATA owned Adelaida, a winery in Paso Robles. Id. at 5, 11. ATA also owned ranches for growing wine grapes used by Adelaida to make wine. Id. ATA referred to the ranches by various names, including “Applied Technology Ranches,” “ATAR,” and “ATR.” See, e.g., Trial Ex. 89 at 1. In 2013, ATA sold Adelaida to KMBG, LLC (“KMBG”), an entity almost exclusively owned by Elizabeth. FPTCO at 5–7; Dkt. 262-1 ¶ 60. In June 2016, Kedrin became KMBG's managing member. FPTCO at 5–6, 9. ATA sold wine grapes produced by its ranches to Adelaida. Id. at 8; Trial. Ex. 14 at 3 (2016 Grape Purchase Agreement). In 2018, ATA spun off the ranches into a separate corporate entity—ATA Ranches—which is a fully owned subsidiary of ATA. FPTCO at 5; Bench Trial Tr. at 148:17–19, 149:8–21. The name “Stoneway” or “Stoneway Properties” was used as a d/b/a regarding Adelaida and the wine business, but it is unclear whether Stoneway was a d/b/a for Elizabeth, Adelaida, KMBG, ATA, or ATA Ranches. Trial Ex. 117 (according to ATA: “Stoneway is a dba used by [Elizabeth] since 2011 in connection with her oversight of the ranches and KMBG's properties.”); Bench Trial Tr. at 97:4–23 (according to Plaintiff's attorney, who drafted the § 1601 demands: “[M]y recollection is that ATA, ATA Ranches, KMBG, and Adelaida Cellars all had access to Stoneway in some way, shape, or form.”), 99:13–100:16, 115:13–116:1, 117:7–118:6, 151:9–25 (according to Duggan: “[Stoneway Properties] was a dba for the ATA Ranches”), 153:20–155:14; Trial Ex. 1456 (“Adelaida Cellars/Stoneway Consolidated Annual Income Statement & Cash Flow Statement”); Trial Exs. 1831–33 (Wells Fargo bank accounts for “Stoneway Properties”). In or around the end of 2018, Plaintiff and his sister Gretchen learned that ATA was spending substantial money on the ranches, and that Adelaida was buying grapes from ATA at a discounted rate. Trial Ex. 695 at 1 (“Currently the run rate for [ATA Ranches] is about 150–200k per month[.]”); Dkt. 548-2 at 7:22–8:20 (Gretchen: “At the end of 2018 ... we became aware of ... the amount of money it would have taken to support some of the entities such as the ranches.”), 9:16–10:17 (Gretchen: “I was taken aback by the amount [needed to support the ranches] and also wondering where this money was coming from before.”), 176:13–177:8, 178:14–179:9, 180:5–185:21 (“Q. ... [D]o you see here where it talks about: Also I'm not sure whether you're aware of this, but the issue you raised concerning the discounted sale of grapes by the ATA Ranches to Adelaida is a practice that goes back to when our respective clients' father originally set up the structure. ... Were you concerned when you read that paragraph? Plaintiff: Oh, very much so. Q. Why? Plaintiff: A couple reasons. Number one, because the corporate structure was, we had now learned, not the same as it was when I was running the winery. Number two, the practice that she was employing was not something that I did. ... Q. At the time you ran Adelaida, was Adelaida buying grapes from those ATA-owned ranches at discounted prices? Plaintiff: Absolutely not. Q. Were you instead purchasing at a difference price? Plaintiff: ... [T]he small amount of grapes that we were getting from the ATA ranches were marked to market.”); Bench Trial Tr. at 104:11–105:13. *3 On May 3, 2019, Plaintiff sent ATA a written demand for inspection of corporate records pursuant to § 1601 (“May 2019 Demand”). Trial Ex. 738 (“May 2019 Demand”) at 1 (“Pursuant to California Corporations Code section 1601, we hereby demand ... the right to inspect the following accounting books, records, and minutes of proceedings of ATA and to make copies or extracts therefrom on May 24, 2019, at ATA's offices at 3025 Buena Vista Drive in Paso Robles during ATA's usual business hours[.]”). The demand sought to inspect certain categories of ATA's records, including the following: “Payments made to ATA by Adelaida Cellars, Inc. for wine grapes sold and/or supplied by ATA to Adelaida Cellars, Inc.” Id. ¶ 6c. “Business expenses of Adelaida Cellars, Inc., paid by ATA.” Id. ¶ 6f. “Employee expenses incurred by Adelaida Cellars, Inc. - i.e. salaries, benefits, retirement plan contributions, bonuses and other forms of compensation - paid or reimbursed by ATA.” Id. ¶ 6g. “ATA's general ledger of accounts covering the last five (5) years.” Id. ¶ 6k. “Corporate records relating to any discussions by and between the directors, officers and/or managers of ATA about the sale of wine grapes to Adelaida Cellars, Inc.” Id. ¶ 8k. “Corporate records relating to any discussions by and between the directors, officers and/or managers of ATA about ATA's payment of overhead expenses of Adelaida Cellars, Inc.” Id. ¶ 8l. The May 2019 Demand was made “for the purpose of investigating the quality and certain details of the governance of ATA as well as questions of conflicts of interest and independence of ATA's management.” Id. at 5. On May 22, 2019, in response to the May 2019 Demand, counsel for ATA stated it would “provide to [Plaintiff] in electronic format the corporate and accounting records.” Trial Ex. 2418 at 1. ATA made two productions of corporate and accounting records thereafter. Bench Trial. Tr. at 29:7–25. On July 24, 2019, Plaintiff's counsel sent ATA an additional demand pursuant to § 1601 (“July 2019 Demand”). Trial Ex. 752 (“July 2019 Demand”); Bench Trial Tr. at 102:12–18. The July 2019 Demand included several follow-up requests, including the following: “Documents constituting the financial statements (e.g., income and expense and balance sheets) of Stoneway Properties and general ledger detail reports identifying its sources of income and expenses for the last five (5) years.” Id. at 3. “Documents relating to all capital equipment expenses made by ATA for operation of the Non-Oilfield Business.” Id. at 4. “Documents evidencing and/or relating to Dan Carter's participation on the board of Adelaida Cellars, including, but not limited to, documents relating to his reports to ATA's management and/or board on the decisions made that have resulted in continued losses to ATA and/or Adelaida Cellars.” Id. at 5. ATA did not produce any additional documents in response to the July 2019 Demand. Bench Trial. Tr. at 36:3–9, 199:19–200:7. Plaintiff never withdrew either of his demands. Id. at 30:15–20, 41:19–24, 42:14–16. During discovery in this action, ATA produced certain documents which it did not produce or make available for inspection in response to Plaintiff's § 1601 demands, including Trial Exhibits 18, 37, 57, 89, 92, 1442, 1456, 1544, 1831, 1832, and 1833. Bench Trial. Tr. at 43:12–44:2, 46:16–18, 47:1–7, 49:21–50:6, 51:13–21, 52:15–16, 54:20–55:10, 55:21–56:7, 56:17–57:2, 57:18–58:3, 58:22–59:12, 62:1–9, 64:2–21, 100:17–20, 101:19–25, 153:20–22. CONCLUSIONS OF LAW I. Violation of Cal. Corp. Code § 1601 *4 § 1601 states in relevant part: The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation ... shall be open to inspection at the corporation's principal office in California ... upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. § 1601(a)(1). The category of “accounting books and records” covered by § 1601 is “broad.” Jara v. Suprema Meats, Inc., 121 Cal. App. 4th 1238, 1263 (2004); see also Record Farnum v. Iris Biotechnologies, Inc., Case No. H042858, 2018 WL 6251416, at *7–8 (Cal. Ct. App. Nov. 29, 2018) (holding a shareholder has the right to inspect “financial records,” which “include the pecuniary affairs or resources” of a company) (quoting Webster's 3d New Internat. Dict. (1993) at 851). As minimal case law defines the bounds of § 1601, the court finds helpful the interpretations of a similar statutory provision under Delaware law—Del. Code § 220—which enables a shareholder to inspect “books and records.” This provision has “long been understood to cover both official corporate records and less formal written communications.”[4] KT4 Partners LLC v. Palantir Techs. Inc., 203 A.3d 738, 750 (Del. 2019). KT4 Partners further explains that emails need not be produced “when other materials (e.g., traditional board-level materials, such as minutes) would accomplish the [requester]'s proper purpose, but if non-email books and records are insufficient, then the court should order emails to be produced.” Id. at 752–58 (finding trial court abused its discretion when it concluded emails “were not necessary for [the] purpose of investigating potential wrongdoing”). Here, Plaintiff made two proper written demands for inspection under § 1601. May 2019 Demand; July 2019 Demand. Plaintiff was a shareholder of ATA when he made the requests. FPTCO at 6, 11. The requests were reasonably related to his interests as a shareholder, as they were made to investigate ATA's spending of $2 million annually on a non-oil business (i.e., to grow wine grapes) to benefit an entity almost entirely owned by ATA's controlling shareholders (i.e., to benefit Adelaida, owned almost entirely by Elizabeth and Kedrin), and, similarly, to investigate conflicts of interest with and the independence of ATA's management. May 2019 Demand at 5; July 2019 Demand at 6; Dkt. 548-2 at 7:22–8:20, 9:16–10:17, 176:13–177:8, 178:14–179:9, 180:5–185:21; Bench Trial Tr. at 104:11–105:13; Trial Ex. 695 at 1; KT4 Partners, 203 A.3d at 758 (“One of the most traditional proper purposes for a § 220 demand is the investigation of possible wrongdoing by management.”). *5 ATA violated § 1601 because it failed to make available for inspection documents responsive to Plaintiff's requests, and the requests were properly within the “broad” scope of § 1601. Jara, 121 Cal. App. 4th at 1263. Specifically, the following documents were responsive to Plaintiff's requests and within the scope of § 1601, but not made available for inspection: 1. Trial Exhibit 89 was responsive to Plaintiff's May 2019 Demand ¶ 6f (“Business expenses of Adelaida Cellars, Inc., paid by ATA”), as it shows Adelaida owed ATA $1,774,687 for “payroll & other costs funding for [Adelaida].” Trial Ex. 89 at 5. 2. Trial Exhibit 1544 was responsive to Plaintiff's May 2019 Demand ¶ 6k (“ATA's general ledger of accounts covering the last five (5) years”), as it shows ATA's general ledger for 2016. 3. Trial Exhibit 37 was responsive to Plaintiff's May 2019 Demand ¶ 6g (“Employee expenses incurred by Adelaida Cellars, Inc. - i.e. salaries, benefits, retirement plan contributions, bonuses and other forms of compensation - paid or reimbursed by ATA”), as it shows invoices issued by ATA to Adelaida for payroll expenses. 4. Trial Exhibit 18 was responsive to Plaintiff's May 2019 Demand ¶ 8k (“Corporate records relating to any discussions by and between the directors, officers and/or managers of ATA about the sale of wine grapes to Adelaida Cellars, Inc.”), as it shows emails between an Adelaida manager (Jeremy Weintraub) and ATA managers (including Kedrin, Duggan, and Carter), explaining Adelaida paid to ATA $1,458.74 per ton for Zinfandel fruit, and then Adelaida resold those grapes for $2,750 per ton. It is highly unlikely traditional financial documents in ATA's possession reflected this information, which might justify failure to produce these emails. See KT4 Partners, 203 A.3d at 750–58. 5. Trial Exhibit 57 was responsive to Plaintiff's May 2019 Demand ¶ 8l (“Corporate records relating to any discussions by and between the directors, officers and/or managers of ATA about ATA's payment of overhead expenses of Adelaida Cellars, Inc.”), as it shows emails between ATA's officers and managers (including Dana Armstrong, Carter, and Duggan) which describe ATA's payment of Adelaida's expenses. Trial Ex. 57 at 1 (“Wondering if it's appropriate for SDI/ATA to be ‘funding’ KMBG/Adelaida routinely with no concrete plans to get paid back.”). (internal quotation marks in original). It is highly unlikely traditional financial documents in ATA's possession reflected this information, which might justify failure to produce these emails. See KT4 Partners, 203 A.3d at 750–58. 6. Trial Exhibit 1456 was responsive Plaintiff's July 2019 Demand at 3 (“Documents constituting the financial statements (e.g., income and expense and balance sheets) of Stoneway Properties and general ledger detail reports identifying its sources of income and expenses for the last five (5) years”), as it shows a consolidated annual income statement and cash flow estimate for “Adelaida Cellars/Stoneway.” Trial Ex. 1456 at 1. 7. Trial Exhibits 1831, 1832, and 1833 were responsive to Plaintiff's July 2019 Demand at 3 (“Documents constituting the financial statements (e.g., income and expense and balance sheets) of Stoneway Properties and general ledger detail reports identifying its sources of income and expenses for the last five (5) years”), as they show Wells Fargo bank statements for “Stoneway Properties,” and those statements identify, inter alia, sources of income. See, e.g., Trial Ex. 1831 at 1 (showing $50,000 credit from ATA Ranches and $175,000 credit from ATA). *6 8. Trial Exhibit 1442 was responsive to Plaintiff's July 2019 Demand at 4 (“Documents relating to all capital equipment expenses made by ATA for operation of the Non-Oilfield Business”), as it shows ATA Ranches' capital improvements and acquisitions for 2015. Trial Ex. 1442 at 10. 9. Trial Exhibit 92 was responsive to Plaintiff's July 2019 Demand ¶ 7f (“Documents evidencing and/or relating to Dan Carter's participation on the board of Adelaida Cellars, including ... documents relating to his reports to ATA's management and/or board on the decisions made that have resulted in continued losses to ATA and/or Adelaida Cellars”), as it shows emails between Carter, Kedrin, and other board members of Adelaida discussing a $24,000 loss to ATA in grape framing costs. Trial Ex. 92 at 1 (Kedrin: “To not pick means a $24,000[ ] loss: out of which bucket? KMBG? ATA? Or Adelaida? ... When it's someone else's money, i.e., KMBG or ATA, it is easier to just ‘let it go’. When it's our own money, it hurts more. It hurts me a lot!!!!”) (capitalization modified) (internal quotations in original); (Carter: “I may have missed it...is there no market for fire sale priced grapes?”) (ellipsis in original)). It is highly unlikely traditional financial documents in ATA's possession reflected this information, which might justify failure to produce these emails. See KT4 Partners, 203 A.3d at 750–58. ATA does not dispute it did not produce or make the foregoing documents available for inspection, or that the documents were responsive to Plaintiff's demands. ATA's Mem. ¶¶ 53–56. Rather, ATA makes the following arguments, which the court rejects. ATA argues that “many of [Plaintiff]'s requests exceed the scope of [§] 1601 because they go beyond the enumerated categories of documents of [§] 1601(a)(1).” Id. ¶ 53. ATA, however, does not identify any requests it contends exceed the scope of § 1601. Id. Next, ATA cites Jara for the proposition that § 1601 “afford[s] no more than a right to inspect and copy records at the company office,” ATA Mem. ¶ 44 (quoting 121 Cal. App. 4th at 1263), and notes that § 1601 “does not contain any deadlines for a corporation to allow the inspection to take place,” id. ¶ 45. ATA, however, does not contend it offered to make the above documents available for inspection. Id. ¶¶ 53–56. Rather, when Plaintiff requested to conduct an inspection during usual business hours on May 24, 2019, ATA responded that it would produce the records instead. May 2019 Demand at 1; Trial Ex. 2418 at 1. Similarly, in his July 2019 Demand, Plaintiff requested an inspection on or before August 9, 2019, but ATA never made the above documents available for inspection. July 2019 Demand at 1. Further, ATA appears to argue it was excused for failing to produce certain documents because they were not “created and used in the normal course of business.” ATA Mem. ¶ 37. ATA, however, cites no case law in support of this argument. Id. Further, while ATA elicited testimony from Duggan that ATA's general ledger spreadsheet (Trial Ex. 1544) was not created until discovery was propounded in this action and required extensive effort to generate, Bench Trial Tr. at 145:20–17, Duggan admitted the underlying data could have been made available for inspection, id. at 156:24–157:5 (“Q. Mr. Duggan, the exhibit that we just looked at, 1544, was all of that data available to the company in 2019? A. Within the accounting system, yes. Q. And the detailed historical trial balance, was all that detail available to the company in 2019? A. The spreadsheet itself, no, but within the accounting system, yes.”). *7 Next, citing § 1603, ATA points out that a “shareholder has recourse to the superior court of the proper county if a corporation does not comply with a lawful demand for inspection of corporate records.” ATA Mem. ¶ 46. ATA, however, fails to explain how § 1603 excuses it from failing to produce responsive documents in violation of § 1601. Id. Lastly, ATA argues that, even if its productions did not “strictly satisf[y]” § 1601, its conduct was “justified,” as it “produced thousands of pages of documents” and “retained counsel specifically for the purpose of responding to and handling [the] requests.” Id. ¶ 54. ATA further contends that its counsel “made repeated attempts to discuss the [requests] and to negotiate a resolution of the [ ] issues,” but those attempts “were either ignored or rebuffed.” Id. ATA, however, fails to explain why its production of some responsive documents or its hiring of counsel justified its failure to produce all responsive documents under § 1601, and cites no case law in support of either contention. Id. In sum, the court FINDS ATA violated § 1601. II. Enforcing Inspection At trial, the court asked Plaintiff whether he believed there was material responsive to the § 1601 demands that was not produced in discovery. Bench Trial Tr. at 130:23–131:9, 132:5–13. Plaintiff answered in the affirmative, arguing that ATA has information relating to ATA's leasing of aircrafts, and that this information was not responsive to discovery in this action. Id. at 132:24–133:9 (“[T]here is not complete overlap between our discovery requests in the case and our 1601 requests. For example, we did not include in our ... complaint assertions about aircraft leasing.”). Plaintiff further argued that ATA has additional shareholder meeting minutes which were not produced in discovery, but are responsive to his § 1601 requests. Id. at 133:10–135:15. In response, ATA represented that all shareholder meeting minutes were produced to Plaintiff. Id. at 135:8–13. ATA also argued at trial that, after Plaintiff elected to file this action, he forfeited his right to continue to seek records under § 1601. Id. at 128:24–129; see also ATA's Mem. ¶ 47 (“Once a shareholder [ ] elects to file a plenary lawsuit (absent unusual circumstances not present here), he forfeits the right to continue to seek records to investigate the matter under [§] 1601.”) (citing In re Facebook, Inc. S'holder Deriv. Priv. Litig., 411 F. Supp. 3d 649, 656–57 (N.D. Cal. 2019)). Facebook does not stand for this proposition. In Facebook, several plaintiffs brought a consolidated shareholder derivative action against nominal defendant Facebook and individual defendants. 411 F. Supp. 3d at 651. The court stayed discovery pursuant to the Private Securities Litigation Reform Act's (“PSLRA”) automatic discovery stay. Id. Two months later, the plaintiffs sought to enforce a § 1601 demand in California state court. Id. The federal court stayed discovery proceedings in the state court action under the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”). Id. The plaintiffs then asked the federal court to lift the SLUSA stay so they could obtain documents pursuant to their § 1601 request. Id. at 654. Facebook denied the request, holding it was an improper effort “to circumvent the PSLRA discovery stay.” Id. at 657; see also id. at 658 (“[Plaintiffs] fail to establish that any books and records inspection they seek under Delaware or California law is not for the improper purpose of circumventing the PSLRA discovery stay.”). Facebook, thus, stands for the proposition that a plaintiff cannot circumvent an automatic PSLRA discovery stay via a § 1601 request. It does not hold that a shareholder “forfeits the right to continue to seek records” after he files a “plenary lawsuit.” ATA's Mem. ¶ 47. *8 Here, it appears that at least some materials which are responsive to Plaintiff's § 1601 demand were not produced in discovery. Accordingly, ATA shall MAKE AVAILABLE FOR INSPECTION all documents and other material responsive to the May 2019 and July 2019 Demands within thirty (30) days of this Order which have not already been produced in discovery in this action. See Weinberger v. Romero-Barcelo, 456 U.S. 305, 311–13 (1982) (“The essence of equity jurisdiction has been the power of the Chancellor to do equity and to mould each decree to the necessities of the particular case. Flexibility rather than rigidity has distinguished it.”) (citation omitted); see also Fleisher Dev. Corp. v. Home Owners Warranty Corp., 856 F.2d 1529, 1530, 1533 (D.C. Cir. 1988) (affirming district court's order compelling corporation to permit inspection of books and records by corporate member); Bishop's Est. v. Antilles Enterprises, 252 F.2d 498, 499 (3d Cir. 1958) (similar). CONCLUSION For the reasons stated above, the court FINDS Plaintiff is the prevailing party regarding his § 1601 Claim and ORDERS as follows: 1. Upon resolution of all claims in this action, the Judgment, Dkt. 515, shall be AMENDED to reflect judgment in Plaintiff's favor and against ATA as to the § 1601 Claim. See Fed. R. Civ. P. 54(b); Dkt. 649 at 5–6. 2. ATA shall MAKE AVAILABLE FOR INSPECTION all documents and other material responsive to the May 2019 and July 2019 Demands which have not already been produced in discovery in this action within thirty (30) days of this Order. IT IS SO ORDERED. Footnotes [1] On December 1, 2021, the parties notified the court that Elizabeth had passed away and requested leave to substitute Kedrin as the executor for Elizabeth's estate. Dkt. 175. The court granted the parties' request on December 7, 2021. Dkt. 176. Kedrin, therefore, is a defendant in this action as: (1) an individual; (2) in her capacity as the Executor of Elizabeth's Estate; (3) and in her capacity as the Successor Trustee of the Survivor's Trust. [2] On October 23, 2024, pursuant to stipulation, the court dismissed the seventh cause of action as to Elizabeth, Kedrin, and the D&O Defendants. Dkt. 589. [3] “In bench trials, Fed. R. Civ. P. 52(a) requires a court to find the facts specially and state separately its conclusions of law thereon.” Vance v. Am. Haw. Cruises, Inc., 789 F.2d 790, 792 (9th Cir. 1986) (quotation marks omitted). “One purpose behind Rule 52(a) is to aid the appellate court's understanding of the basis of the trial court's decision.” Id. (citation omitted). “This purpose is achieved if the district court's findings are sufficient to indicate the factual basis for its ultimate conclusions.” Id. (citations omitted). [4] See also Pederson v. Arctic Slope Reg'l Corp., 331 P.3d 384, 386–87 (Alaska 2014) (finding Alaska Stat. § 10.06.430, which enables a shareholder to inspect “books and records of account,” encompassed “at least ... monthly financial statements, records of receipts, disbursements and payments, accounting ledgers, and other financial accounting documents, including records of individual executive compensation and transfers of corporate assets or interests to executives”).