PA Superior Court: Ringenbach v. H5 Property - Motion to Compel Granted

Jump To

Top Caption [Lead Opinion

                  by Beck](https://www.courtlistener.com/opinion/10813598/ringenbach-j-v-h5-property/#o1)

Support FLP

CourtListener is a project of Free
Law Project, a federally-recognized 501(c)(3) non-profit. Members help support our work and get special access to features.

Please become a member today.

Join Free.law Now

March 23, 2026 Get Citation Alerts Download PDF Add Note

Ringenbach, J. v. H5 Property

Superior Court of Pennsylvania

• Citations: None known
• Docket Number: 335 EDA 2025
• Precedential Status: Non-Precedential

• Judges: Beck

• Opinion

• Authorities (9)

• Cited By (0)

• Summaries (0)

• Similar Cases (69.8K)

• PDF

Lead Opinion

                        by Beck

J-A27036-25

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT O.P. 65.37

JOHAN RINGENBACH : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
:
v. :
:
:
H5 PROPERTY, INC., AND LARS BYE :
:
Appellants : No. 335 EDA 2025

Appeal from the Order Entered December 23, 2024
In the Court of Common Pleas of Chester County Civil Division at No(s):
2023-04141-TT

BEFORE: BOWES, J., MURRAY, J., and BECK, J.

MEMORANDUM BY BECK, J.: FILED MARCH 23, 2026

H5 Property, Inc. (“H5”) and Lars Bye (“Bye”) (together, “Appellants”)

appeal from the order granting the motion to compel filed by Johan

Ringenbach (“Ringenbach”), which required Appellants to produce books and

records of H5, H5 Norge AS (“H5 Norway”), HIFIVE EINDOMPARTNER SL (“H5

Spain”) (referred to collectively as “the H5 entities”), and Bye in accordance

with 15 Pa.C.S. § 1508. After review, we affirm in part and reverse in part.

The trial court set forth the relevant factual history as follows:

[This case] alleges a shareholder dispute between, Chief
Operating Officer, [Ringenbach], and majority shareholder, [Bye],
and their respective interests as the two sole shareholders in [H5],
a Chester County corporation. [H5 provides real estate marketing
services.]

… H5 was incorporated in or about January 2014 in West
Chester, Pennsylvania. The registered business address of H5 …
was 411 West Minor Street, West Chester, Pennsylvania. H5’s
articles of incorporation are registered with the Pennsylvania
J-A27036-25

Department of State and indicate that H5 … was an active
Pennsylvania business entity.

Ringenbach, who lives in Brooklyn, New York, owns 25% of
the H5 shares. Bye owns 75%. Ringenbach believes Bye resides
in Spain and maintains an apartment in New York City.
Ringenbach and Bye created two sister affiliates to H5: [H5
Norway and H5 Spain].

Ringenbach claims that between 2019 and 2023, [] Bye built
up H5 Spain impermissibly with H5’s assets, resources, and
intellectual property while unlawfully depleting the value and
assets of H5. Ringenbach asserts [] Bye perpetrated a fraud on
H5 for Bye’s benefit as well as the benefit of H5 Spain and H5
Norway. [] Bye allegedly took $959,000 from H5 and H5 Norway
between 2021 and 2023 to be used for H5 Spain. H5 Spain was
not bringing in any money and needed its bills paid by H5.
Ringenbach noticed other concerning activity as well. Ringenbach
confronted Bye about the troubling behavior and requested H5 be
reimbursed to no avail.

Thereafter, Ringenbach made multiple requests for access
to H5’s financial records, QuickBooks, information about
concerning payments[,] but [] Bye never provided the
information. After Ringenbach repeatedly requested access to the
books and records to no avail, [] Bye offered to buy Ringenbach
out of his shares of the business. Ringenbach declined and [] Bye
determined that H5 was struggling [] financially so he terminated
Ringenbach [on April 24, 2023].

Trial Court Opinion, at 4/16/2025, at 2-4 (citations and footnotes omitted).

On June 13, 2023, Ringenbach filed a writ of summons against

Appellants. On July 25, 2023, Ringenbach filed a demand for records from

the H5 entities pursuant to 15 Pa.C.S. § 1508. In this demand, Ringenbach

sought, inter alia, Quickbooks/Poweroffice records from the H5 entities; Chase

account statements related to H5 entities; detailed transactions for each of

the H5 entities; invoices from H5 Spain; payroll/independent contractor

-2-
J-A27036-25

payment history for the H5 entities; tax returns for the H5 entities, lease/loan

documents entered by the H5 entities; and receipts related to payments made

for Bye’s personal expenditures. H5 responded that section 1508 does not

compel foreign corporations to provide books and records of the company.

Nevertheless, on August 15, 2023, H5 provided some records in response to

Ringenbach’s demand, including all invoices paid by H5 to H5 Spain, Chase

Bank wire activity of funds paid to H5 Spain, H5’s balance sheet, H5’s tax

returns, H5 Spain’s tax returns, H5 Norway’s annual reports, and H5 Spain’s

employment tax withholding statements. Ringenbach responded that

Appellants denied him access to the majority of the documents and

statements he sought.

On April 12, 2024, Ringenbach filed a complaint naming Appellants as

defendants. In the complaint, Ringenbach requested financial

records/accounting, including QuickBooks records of the H5 entities, bank

statements for all accounts held by the H5 entities, profit distributions of the

H5 entities, tax returns, operating documents, and revenue reports.

Appellants filed preliminary objections, arguing, in part, that Bye is not a

proper party for the request for records.

On May 7, 2024, Ringenbach filed a motion to compel inspection and/or

production of books and records from the H5 entities and Bye. Ringenbach

essentially sought the same documents as articulated in his July 25, 2023

demand. Subsequently, on June 3, 2024, Ringenbach filed an amended

-3-
J-A27036-25

complaint, asserting the same claims as the original complaint, in addition to

a claim for books and records against H5. In this count, despite only raising

the claim against H5, Ringenbach sought records from the H5 entities.

Appellants filed preliminary objections to the amended complaint.1

On December 10, 2024, the trial court held a hearing to address, inter

alia, Appellants’ preliminary objections and motion to compel.2 On December

23, 2024, the trial court overruled Appellants’ preliminary objections. In a

separate order on the same date, the trial court granted Ringenbach’s motion

to compel and directed Appellants to produce the documents enumerated in

Ringenbach’s July 25, 2023 demand and the motion to compel. Appellants

filed a timely appeal from the order granting the motion to compel,3 and a

---

1 We note that on May 29, 2024, H5 filed a complaint against Ringenbach,
alleging, inter alia, breach of fiduciary duty, theft of trade secrets, violation of
the computer fraud and abuse act, conversion, and unjust enrichment. The
claims in this separate action are not at issue in this appeal.

2 This hearing was not transcribed. It is Appellants’ responsibility to order all
transcripts necessary to decide an appeal. See Pa.R.A.P. 1911 (“The appellant
shall request any transcript required under this chapter in the manner and
make any necessary payment or deposit therefor in the amount and within
the time prescribed by Rules 4001 et seq. of the Pennsylvania Rules of Judicial
Administration.”).

3 Appellants had filed a motion for post-trial relief seeking reconsideration of

the order in question. Notably, Ringenbach filed a response indicating that he
was limiting his request for documents and records to those in H5’s possession
and control. Appellants filed their appeal before the trial court decided the
motion.

-4-
J-A27036-25

concise statement of matters complained of on appeal pursuant to Pa.R.A.P.

1925(b).4

On appeal, Appellants raise the following questions for our review:

1. Did the trial court err in granting the motion to compel because
   [Ringenbach] did not meet his burden and, in fact, submitted
   no evidence establishing a “proper purpose” or good faith in
   demanding books and records pursuant to 15 Pa.C.S.[]
   § 1508?

2. Did the trial court err in granting the motion to compel without
   conducting a hearing to resolve factual disputes regarding
   whether [Ringenbach] had a “proper purpose” for his books
   and records demand pursuant to 15 Pa.C.S.[] § 1508?

3. Did the trial court err in granting the motion to compel without
   allowing discovery regarding whether [Ringenbach] had a
   “proper purpose” for his books and records demand pursuant
   to 15 Pa.C.S.[] § 1508?

4. Did the trial court err by issuing final relief in the form of the
   December 23, 2024 order prior to the close of the pleadings,
   without allowing [Ringenbach] an opportunity for discovery
   and without a hearing, depriving Appellants of their due
   process rights?

5. Did the trial court err by compelling the production of books
   and records that are beyond the scope permitted by 15
   Pa.C.S.[] § 1508?

   ---

4 “Generally, discovery orders are not final, and are therefore unappealable.”

Jones v. Faust, 852 A.2d 1201, 1203 (Pa. Super. 2004). However, an order
granting the inspection of corporate records is an injunctive order. See Hagy
v. Premier Mfg. Corp., 172 A.2d 283, 284-85 (Pa. 1961) (holding that
demand for inspection of corporate records seeks equitable relief that is
injunctive in nature and, therefore, order granting or denying that relief is
appealable); see also Appellants’ Brief at 20. Accordingly, an appeal from
this type of order is appealable. See Pa.R.A.P. 311(a)(4) (noting “[a]n order
that grants or denies, modifies or refuses to modify, continues or refuses to
continue, or dissolves or refuses to dissolve an injunction” is an interlocutory
appeal that may be taken as of right).

-5-
J-A27036-25

1. Did the trial court err in granting the motion to compel
   inspection and/or production pursuant to 15 Pa.C.S. § 1508 …
   because it lacks subject matter jurisdiction over this matter
   because [Ringenbach] has failed to join indispensable parties
   H5 Norway and H5 Spain?

2. Did the trial court err in granting the motion to compel because
   the court lacks jurisdiction over the books and records
   belonging to non-parties H5 Norway and H5 Spain (or in their
   possession, custody and control) identified in the motion to
   compel that it has ordered Appellants to produce?

3. Did the trial court err by compelling the production of books
   and records from H5 Spain and H5 Norway pursuant to 15
   Pa.C.S.[] § 1508 when the Business Corporation Law of 1988
   has no application to H5 Spain or H5 Norway?

4. Did the trial court err by compelling the production of books
   and records from [] Bye pursuant to 15 Pa.C.S.[] § 1508 when
   the Business Corporation Law of 1988 has no application to []
   Bye?

5. Did the trial court err by compelling the production of books
   and records from [] Bye because the court lacks personal
   jurisdiction over [] Bye?

6. Did the trial court err by compelling the production of books
   and records from [] Bye because [Ringenbach] has not
   effectuated service on [] Bye and the court’s order of April 4,
   2024 and service made pursuant to it violates the Hague
   Convention?

Appellants’ Brief at 2-4 (some capitalization omitted, issues reordered).5

---

5 While Appellants raise eleven separate claims in their statement of questions

involved, they have presented their argument in only four claims, in violation
of the Rules of Appellate Procedure. See Pa.R.A.P. 2119(a) (“The argument
shall be divided into as many parts as there are questions to be argued; and
shall have as the head of each part—in distinctive type or in type distinctively
displayed—the particular point treated therein, followed by such discussion
(Footnote Continued Next Page)

-6-
J-A27036-25

Scope of Review

Before addressing Appellants’ claims, we must determine what

documents are at issue in this appeal. Notably, the trial court’s December 23,

2024 order granted Ringenbach’s motion to compel, which sought documents

from H5, H5 Spain, H5 Norway, and Bye. See Trial Court Order, 12/23/2024.

However, in his appellate brief, Ringenbach disclaims all claims related to

records from H5 Spain, H5 Norway, and Bye, and only seeks records belonging

to H5.6 See Ringenbach’s Brief at 7, 8 n.5, 9, 29; see also Response to

Motion for Post-Trial Relief, 1/14/2025, at 1 & n.1.7 Therefore, as neither

Ringenbach nor the trial court contend that he is entitled to any documents

from H5 Spain, H5 Norway, or Bye, we conclude that the trial court erred in

granting the motion to compel as to these records. Cf. Edenfield v. ECM

Energy Servs., Inc., 300 A.3d 506, 514 (Pa. Super. 2023) (noting that trial

---

and citation of authorities as are deemed pertinent.”); see also
Commonwealth v. B.D.G., 959 A.2d 362, 371 (Pa. Super. 2008) (noting
“[i]n an appellate brief, parties must provide an argument as to each question,
which should include a discussion and citation of pertinent authorities”).

6 Ringenbach stated the same at oral argument before this Court. Although
Ringenbach alleges he agreed to limit his request for records to those in H5’s
possession at the hearing on the motion to compel, see Ringenbach’s Brief at
8, we cannot independently confirm such a statement, as the hearing was not
transcribed.

7 The trial court, apparently in reaction to Ringenbach revoking any request

for documents and records solely in the possession and control of H5 Spain,
H5 Norway, and Bye, only addressed his right of access to the H5 records in
its Rule 1925(a) opinion.

-7-
J-A27036-25

court did not have jurisdiction to compel a business to produce records under

section 1508 for documents stored virtually for a corporation that was not

incorporated in Pennsylvania, did not have a principal place of business in

Pennsylvania, or registered to do business in Pennsylvania). In light of this

conclusion, we need not address Appellants’ claims related to H5 Spain, H5

Norway, and Bye—i.e., whether H5 Spain and H5 Norway were indispensable

parties, whether the trial court had subject matter jurisdiction over H5 Spain

and H5 Norway, and whether the trial court had personal jurisdiction over

Bye.8 See generally In re Est. of Anderson, 317 A.3d 997, 1005 (Pa.

Super. 2024) (“If no redress is sought against a party, and its rights would

not be prejudiced by any decision in the case, it is not indispensable with

respect to the litigation.”). Accordingly, we reverse the portion of the trial

court’s order directing H5 Spain, H5 Norway, and Bye to allow Ringenbach

access to their records and books.

Motion to Compel – H5

Appellants further contend that the trial court erred in granting the

motion to compel as to H5. Appellants’ Brief at 30. They argue that

Ringenbach failed to establish a “proper purpose” for the books and records

demanded in the motion as required by section 1508(c.1). Id. They maintain

that Ringenbach’s request was part of an effort to harass H5 and Bye. Id. at

---

8 Appellants do not dispute that the trial court has subject matter jurisdiction

over H5.

-8-
J-A27036-25

32, 33; see also id. at 32 (stating they have filed a complaint against

Ringenbach for theft of trade secrets wherein they averred that Ringenbach

stole H5 files after his termination). Appellants contend that the trial court

improperly relied on averments in Ringenbach’s amended complaint to

establish a proper purpose. Id. at 32-33. They note that the allegations in

the complaint cannot be accepted as true, particularly when Appellants had

no opportunity to answer the averments. Id. at 33. According to Appellants,

“Ringenbach was required to present evidence of a proper purpose, not merely

allegations.” Id.; see also id. at 35.

Appellants also claim that the trial court was required to hold an

evidentiary hearing on the motion, and the failure to do so prevented

Ringenbach from establishing any proper purpose for the records. Id. at 30,

32, 35; see also id. at 34 (arguing the motion to compel is a request for a

preliminary injunction, which require a hearing except for emergency

situations). They assert that the December 10, 2024 hearing only allowed the

parties to present argument, and neither party introduced any witnesses. Id.

at 31, 35. Appellants thus argue that granting the motion without allowing

them to contest whether Ringenbach had a proper purpose was a deprivation

of their due process rights. Id. at 35-36.

Section 1508 states the following, in relevant part:

(a) Required records.--Every business corporation shall keep
complete and accurate books and records of account, minutes of
the proceedings of the incorporators, shareholders and directors
and a share register.

-9-
J-A27036-25

(b) Right of inspection by a shareholder.--On demand, in
compliance with the requirements in subsection (b.1), a
shareholder has the right to examine, in person or by agent or
attorney, during the usual hours for business for any proper
purpose, the share register, books and records of account, and
minutes of, and consents in lieu of meetings by, the incorporators,
shareholders and directors and to make copies or extracts
therefrom.

(b.1) Contents and delivery of demand.--All of the following
apply to a demand under subsection (b):

(1) A proper purpose shall mean a purpose reasonably related
to the interest of the person as a shareholder.

(2) In every instance where an attorney or other agent is the
person who seeks the right of inspection, the demand shall be
accompanied by a verified power of attorney or other document
in record form that authorizes the attorney or other agent to
so act on behalf of the shareholder.

(3) The demand must be:

(i) made in good faith;

(ii) in record form; and

(iii) verified.

(4) The demand must describe with reasonable particularity:

(i) the purpose of the shareholder; and

(ii) the records the shareholder desires to inspect and how
the records relate to the purpose of the shareholder.

(5) The demand must be delivered to the corporation:

(i) at its registered office in this Commonwealth;

(ii) at its principal place of business wherever situated;

• 10 - J-A27036-25

(iii) in care of the person in charge of an actual business
office of the corporation; or

(iv) in care of the secretary of the corporation at the most
recent address of the secretary shown in the records of the
department.

(c) Proceedings for the enforcement of inspection by a
shareholder.--If the corporation, or an officer or agent thereof,
refuses to permit an inspection sought by a shareholder or
attorney or other agent acting for the shareholder pursuant to
subsection (b) or does not reply to the demand within five
business days after the demand has been received, the
shareholder may file an action in the court for an order to compel
the inspection. The court is hereby vested with exclusive
jurisdiction to determine whether or not the person seeking
inspection is entitled to the inspection sought. The court may
summarily order the corporation to permit the shareholder to
inspect the share register and the other books and records of the
corporation and to make copies or extracts therefrom, or the court
may order the corporation to furnish to the shareholder a list of
its shareholders as of a specific date on condition that the
shareholder first pay to the corporation the reasonable cost of
obtaining and furnishing the list and on such other conditions as
the court deems appropriate.

(c.1) Burden of proof.--Where a shareholder has complied with
the provisions of this section respecting the form and manner of
making demand for inspection and the shareholder seeks to
inspect:

(1) the share register or list of shareholders of the corporation,
the burden of proof shall be upon the corporation to establish
that the inspection he seeks is for an improper purpose; or

(2) the books and records of the corporation, other than the
share register or list of shareholders, the burden of proof shall
be upon the shareholder to establish that the inspection the
shareholder seeks is for a proper purpose.

(c.2) Available relief.--The court may, in its discretion,
prescribe any limitations or conditions with reference to the
inspection or award such other or further relief as the court deems
just and proper. The court may order books, documents and

• 11 - J-A27036-25

records, pertinent extracts therefrom, or duly authenticated
copies thereof, to be brought into this Commonwealth and kept in
this Commonwealth upon such terms and conditions as the order
may prescribe.

15 Pa.C.S. § 1508.

We review a trial court’s decision to grant or deny the motion to compel

under section 1508 for an abuse of discretion. See id. § 1508(c.2). Further,

“whether a stockholder has set forth a ‘proper purpose’ to inspect corporate

records is a determination which must be made on a case-by-case basis

following a careful consideration of the surrounding circumstances of the

document inspection request.” Zerbey v. J.H. Zerbey Newspapers, Inc.,

560 A.2d 191, 198 (Pa. Super. 1989).

Regarding the records related to H5, the trial court found Ringenbach is

entitled to the records under section 1508:

Ringenbach asserted sufficient facts in his amended complaint to
demonstrate that he is concerned that Bye has misappropriated
funds from H5. Requesting to see the books and records pursuant
to 15 Pa.C.S. § 1508 is completely permissible under the
circumstances. Appellants contend that this court erred in
permitting the inspection of H5’s books and records because it was
required to hold an evidentiary hearing before ruling on the
motion to compel, however, [section] 1508 simply does not
require same.

Trial Court Opinion, 4/16/2025, at 12 (unnecessary capitalization omitted).

We find that trial court did not abuse its discretion in allowing

Ringenbach access to the records and books requested of H5. As recited

above, under section 1508, corporations are required to maintain certain

• 12 - J-A27036-25

records, and their shareholders9 have a right to inspect these records under

specified conditions. Ringenbach’s stated purpose of the demand was to allow

him to investigate whether “Bye was misappropriating funds from H5,” and

“paying himself grossly disproportionate distributions.” Motion to Compel,

5/7/2024, at 2, 3. These allegations established a proper purpose. See

Zerbey, 560 A.2d at 198 (concluding appellees have set forth a proper

purpose to inspect documents and records of appellant where they sought to

determine whether appellant was properly managed by reviewing “corporate

expenditures for such items as salaries and pensions conform with industry

standards”); Taylor v. Eden Cemetery Co., 10 A.2d 573, 575-76 (Pa. 1940)

(finding that a shareholder provided a proper purpose for examination of

books and records of corporation where he argued the “the affairs of the

corporation are not being properly managed” and “the books of account are

incomplete and incorrect”); Kuhbach v. Irving Cut Glass Company, 69 A.

981, 983 (Pa. 1908) (stating that if “there is apparent mismanagement or

misconduct by the officers of the corporation, a stockholder has a right to

make an investigation for himself and ascertain the true condition of the

---

9 The parties do not dispute that Ringenbach is a shareholder of H5. See,
e.g., Appellants’ Brief at 6; Appellants Response to Motion to Compel,
5/28/2024, at 1 (admitting that Ringenbach is a 25% shareholder of H5); see
also Edenfield, 300 A.3d at 511 (noting that section 1508 only refers to
“current shareholders, and do not include former shareholders”). Moreover,
the fact that Ringenbach is no longer employed by H5 does not prevent him,
as a shareholder, from inspecting the books and records under the statutory
language.

• 13 - J-A27036-25

company’s affairs” with the caveat that “this right to examine the books,

records and papers of the company must be exercised in good faith and at a

proper time and place so as not to interfere with the business of the

company”).

Contrary to Appellants’ claim, Ringenbach was not required to provide

evidence of his proper purpose, he simply had to issue a demand to inspect

the books and records in compliance with section 1508. See 15 Pa.C.S.

§ 1508(b.1) (requiring shareholder to make a verified demand in good faith

and in record form, and describe “with reasonable particularity” the

shareholder’s purpose and the records he seeks). Section 1508 includes no

requirement that the court require discovery or hold an evidentiary hearing

with witnesses on a motion to compel.10 Instead, the statutory language vests

the trial court “with exclusive jurisdiction to determine whether or not the

person seeking inspection is entitled to the inspection sought” and it “may

summarily order the corporation to permit the shareholder to inspect the share

register and the other books and records.” Id. § 1508(c). It is up to the trial

court’s discretion to determine whether a proper purpose has been established

and to “prescribe any limitations or conditions with reference to the inspection

---

10 The trial court held a hearing on the motion on December 10, 2024.
According to the parties, the trial court only heard oral argument from each
side; no witnesses testified. See Appellants’ Brief at 5, 17, 31; Ringenbach’s
Brief at 7-11.

• 14 - J-A27036-25

or award such other or further relief as the court deems just and proper.” Id.

§ 1508(c.2).11

Finally, even if expenditures are not being used for improper purposes,

that is not the proper standard for denying access to the corporate records.

See Hodder v. George Hogg Co., 72 A. 553, 554 (Pa. 1908) (noting “a

stockholder has without question the right to inspect the books of the company

… to ascertain whether the business has been properly conducted. … It may

be that as a result of his examination of the books and of the records his

suspicions will be shown to be groundless.”). Likewise, the fact that

Appellants filed suit against Ringenbach for alleged theft of trade secrets does

not eliminate Ringenbach’s statutory right to inspect H5’s records and books.

See Zerbey, 560 A.2d at 199 (rejecting “any claim that inspection should not

be ordered because of the alleged confidential or sensitive nature of the

information in the records”); see also Hodder, 72 A. at 554 (concluding that

a shareholder wishing to ascertain if business was properly conducted has

right to inspect books despite a competitor interest). Therefore, the trial court

---

11 Likewise, the fact that the trial court cited to the amended complaint to
determine whether Ringenbach provided a proper purpose is of no moment.
First, Ringenbach’s stated reasons for the records and books in the amended
complaint are the same as the motion to compel. Compare Amended
Complaint, 6/3/2024, at 20, with Motion to Compel, 5/7/2024, at 3-4.
Further, nothing in the statute prevents the demand for records or documents
to be raised in a complaint. See, e.g., Zerbey, 560 A.2d 192 -93 (noting
claim seeking records and documents was raised in a complaint).

• 15 - J-A27036-25

did not abuse its discretion in granting Ringenbach’s motion to compel as to

H5.

Based upon the foregoing, we reverse the portions of the order granting

Ringenbach access to books and records from H5 Spain, H5 Norway, and Bye.

We affirm the order as it pertains to books and records from H5.

Order affirmed in part and reversed in part. Jurisdiction relinquished.

Date: 03/23/2026

• 16 -