4D07-524-D. Stephenson Construction, Inc. v. Mendiguren

State: Florida

Court: Florida Fourth District Court

Docket No: 4D07-524

Case Date: 06/06/2007

Preview:DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
January Term 2007

D. STEPHENSON CONSTRUCTION, INC., a Florida corporation, Petitioner, v. FIDEL MENDIGUREN and FIDEL MENDIGUREN for and on behalf of EMPIRE FINISHES, INC., Respondent. No. 4D07-524 [ June 6, 2007 ] PER CURIAM. Petitioner, D. Stephenson Construction, Inc., seeks a writ of certiorari to quash a trial court order which granted respondent, a minority shareholder, the right to inspect corporate records under section 607.1602(2), Florida Statutes (2006). A shareholder may inspect the types of records specified by section 607.1602(2) only if the requirements of subsection (3) are met. Section 607.1602(3) provides: (3) A shareholder may inspect and copy the records described in subsection (2) only if: (a) The shareholder's demand is made in good faith and for a proper purpose; (b) The shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and (c) The records are directly connected with the shareholder's purpose. Id. (emphasis added). A five-minute motion calendar hearing was held on respondent's claim for inspection of records where the court heard the argument of counsel but no evidence was presented. The court then entered an order

granting the claim for inspection of records without making any findings or providing any reasoning for its decision. We grant the petition and quash the trial court's order. The order causes harm that cannot be remedied on appeal because it requires disclosure of "cat out of the bag" material, i.e., confidential corporate records. See Allstate Ins. Co. v. Boecher, 733 So. 2d 993 (Fla. 1999). See also Eugene J. Strasser, M.D., P.A. v. Bose Yalamanchi, M.D., P.A., 669 So. 2d 1142 (Fla. 4th DCA 1996); Picerne Dev. Corp. of Fla. v. Tasca & Rotelli, 635 So. 2d 149 (Fla. 4th DCA 1994). Petitioner alleges that respondent seeks the records for improper purposes which may harm the corporation. See

Download 4D07-524-D. Stephenson Construction, Inc. v. Mendiguren.pdf