NOT RECOMMENDED F OR F ULL-TEXT PUBLICATION F ile Nam e: 12a1161n.06 No. 12-5185 UNITED STAT ES COURT OF AP P EALS F OR THE S IXTH CIRCUIT KNC I NVESTMENTS, L L C, Plaintiff-Appellant,
v. L ANE’S END STAL L I ONS, I NC., Def endant- Appellee
. ) ) ) ) ) ) ) ) ) ON APPEALFROM THE U NI TED STATES DI STRI CT COURT FOR THE EASTERN DI STRI CT OF KENTUCKY

Be fore : SI L ER, COL E and SUTTON , Circuit J udg es. SUTTON, Circuit J udg e. L ane’ s End Stallions asks us to dismiss this appea l as moot based
on events that occur

red afte r the district court issued its decision. Yet the district court, and not the court of appea ls, is best suited to decide whether these new fac ts require the fede ral courts to put this
case out to pasture, as it we re. We ther efor e must remand the case . This appea l stems from a dispute betwee n L ane’ s End Stallions —the manag er of a sy ndicate that o wns the thoroug hbred L emon Drop Kid—and one of the sy ndicate’ s members, KNC I nvestments. An ag ree ment g overns the L emon Drop Kid sy ndicate, and it details how the fra ctional
owner s of the horse will share costs and profits. KNC believes that the sy ndicate ag ree ment and the Kentucky Business Corporat io n s A ct (the statute that regulates incorporated entities in the state) g ive it the rig ht to obtain the names and contac t information of t h e o t h er o wners and to copy theNo. 12-5185

KNC Inve stments, LLC

v. Lane’s End Stallions, Inc. sy ndicate’ s books and rec ords. L ane’ s End disag ree s, and it thus ref used to g ive KNC acc ess to the sy ndicate’ s rec ords. The district c ourt sided with L ane’ s End, and KNC a ppeale d.
Meanwhile, 39 of the 40 owner s in the L emon Drop Kid Sy ndicate (all but KNC) amende d the sy ndicate ag ree ment to clar ify that neither KNC nor any other owner could obtain this information. After the amendment, the sy ndicate filed a motion to dismiss the appea l (and case ) as moot. As support, L ane’ s E nd submitt ed the amende d sy ndicate agree ment and an aff idavit descr ibing the amendment proces s , and at the s ame tim e asked us to expand the record to include these items.
Rule 10 of the Fe dera l Rules of Appellate Procedur e allows us to corr ect or modify the rec ord
on appea l if evidenc e was “omitted from or misstated in the record by er ror or accident.” Fe d. R. App. P. 10(e) (2). L ane’ s End does not argue that the amende d ag ree ment and aff idavit wer e omitted from or m i s stated in the rec ord. I t contends instead that an appellate court may use its equitable power s to consider “f

actua l events occur

ring afte r an appea l has been filed” “to deter mine jurisdictional questions such as mootness.” Mot. to Supp. R. at 3. For its part, K NC contests the
new evidenc e and wishes to submit its own (contra ry ) evidenc e to show that the controve rsy rema ins
a live o n e. P er h ap s this case is moot, or perha ps the new fac ts relate to the merits of the dispute betwee n KNC and L ane’ s End. Either way , the rele vant information does not appea r in the curr ent
rec ord, and the district court is best suited to find any rele vant fa ct s an d to deter mine in the first instance whether a live controve rsy rema ins. See Inland Bulk Transfer Co. v. Cummins Engine Co. , 332 F.3d 1007, 1013 (6th Cir. 2003) (dec lining to exercise equitable power to supplement the rec ord - 2 -No. 12-5185

KNC Inve stments, LLC

v. Lane’s End Stallions, Inc.
on appea l beca

use the new evidenc e “could have been prese nted to the district court” and did not establish “beyond doubt the proper dispositi on of the c ase” ).
We need no additional fac ts, howeve r, to reje ct KNC’s claim that the Ken t u ck y Bu s i ness Corporations Act g ives it the rig ht to inspect and copy the sy ndicate’ s rec ords. Kentucky law treats
owner s of horse- owner ship sy ndicates a s tenants in common. See, e.g. , W eisbord/Etkin/Goldberg

v. Gainesway Mgmt. Corp. , No. 2007-CA-000280-MR, 2008 WL 820950, at *1 (Ky
. Ct. App. Mar. 28, 2008). And by its terms, the Business Corporations Act applies only to corpor ations, not to unincorporated sy

ndicates. See Ky
. Rev. Stat. §§ 271B.1-4 0 0 (4 ) & (10) (distinguishing a “cor poration,” which includes only incorporated for- profit corpor ations, from an “enti t y , ” which i n cl u d es unincorporated associations and persons sharing common economic interests); id
. § 271B.16- 020 (g iving share holders only of a “cor poration” the rig ht to inspect and copy corpor ate
rec ords). We thus need no additi o n al fa ct s t o conclude that the district court corr ectly reje cted KNC’s cla ims under the B usiness Corporations Act.
For these rea sons, we g rant L ane’ s End’s motion to file its sug g estion of mootness under seal, deny its mot ion to supplement the rec ord and r emand this ca se to the district court.

- 3 -