JEWELERS INTERNATIONAL SHOWCASE, INC., PETITIONER,
v.
SAUL MANDELL, RESPONDENT
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Florida appellate court granted certiorari and narrowed an overly broad discovery order requiring a corporation to produce only specific financial records (tax returns, ledger, balance sheets, profit/loss statements, and stockbook) rather than all financial books and records when a shareholder seeks inspection to determine stock value.
When a shareholder seeks to inspect corporate records under Fla. Stat. § 607.157(4) solely to determine stock value, the corporation must produce only specific financial records (tax returns, general ledger, balance sheets, profit and loss statements, and stockbook), not all financial books and records.
[1] When a shareholder seeks inspection of corporate records under Fla. …
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Join FLexlaw to unlock all legal intelligence“Where, as here, a corporate stockholder's primary purpose in inspecting the corporation's books and records under the above statute is to determine the value of the stock owned by the stockholder, it has been held that, generally speaking, the above-stated business records are the sole relevant corporate records which the corporation must produce for inspection.”
Court explaining the standard for shareholder inspection rights when stock valuation is the purpose.
A shareholder sought inspection of corporate records to determine the value of stock owned in the corporation. The trial court ordered production of a…
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PER CURIAM.
The petition for a writ of certiorari is granted, the order under review is quashed in part for being overbroad, and the subject order is accordingly modified to require the petitioner to produce for the respondent’s inspection the following corporate records pursuant to Section 607.157(4), Florida Statutes (1987), to wit: a copy of the corporate income tax returns, the general ledger of the corporation, the balance sheets of the corporation, the profit and loss statements of the corporation, and the corporate stockbook — as opposed to “all of [the corporation’s] financial books and records” which are ordered produced by the order under review. Where, as here, a corporate stockholder’s primary purpose in inspecting the corporation’s books and records under the above statute is to determine the value of the stock owned by the stockholder, it has been held that, generally speaking, the above-stated business records are the sole relevant corporate records which the corporation must produce for inspection. Sage v. State ex rel. Perrone, 313 So. 2d 461, 462 (Fla. 3d DCA 1975). No showing has been made in this case that additional records are needed to determine the value of respondent’s corporate stock. See News-Journal Corp. v. State ex rel. Gore, 136 Fla. 620, 624, 187 So. 271, 272 (1939).
Certiorari granted; order under review modified.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
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Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994)…al court could not order any document production more expansive than that allowed in URT Industries v. Scorpio Music, Inc., 567 So. 2d 1 (Fla. 3d DCA 1990), review denied, 581 So. 2d 1311 (Fla.1991); Jewelers International Showcase, Inc. v. Mandell, 529 So. 2d 1211 (Fla. 3d DCA 1988); and Sage v. State ex rel. Perrone, 313 So. 2d 461 (Fla. 3d DCA 1975). That argument is without merit. In the first place, section 607.1602 took effect July 1, 1990. Ch. 89-154, §§ 151, 168, Laws of Fla. It explicitly provides for…
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D. Stephenson Constr., Inc. v. Fidel Mendiguren and Fidel Mendiguren, 958 So. 2d 527 (Fla. 4th DCA 2007)…heir face established the shareholder’s right to an accounting). [*529] Many of the requested records do not appear to be “directly connected” to respondent’s alleged proper purpose of “stock valuation.” See Jewelers Int’l Showcase, Inc. v. Mandell, 529 So. 2d 1211 (Fla. 3d DCA 1988) (holding that where a stockholder’s primary purpose is to determine value of stock, generally only tax returns, general ledger of corporation, profit and loss statements, and corporate stockbooks are the sole relevant records whic…
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Collier Anesthesia, P.A. v. James Worden, M.D., 726 So. 2d 342 (Fla. 2d DCA 1999)…i review. See Fla. R.App. P. 9.030(b)(2)(A). The records the physicians sought to inspect, specifically accounts receivable and payable journals, were records that essentially related to an accounting action. See Jewelers Int’l Showcase v. Mandell, 529 So. 2d 1211 (Fla. 3d DCA 1988) (holding that where a stockholder’s primary purpose is to determine value of stock, generally only tax returns, general ledger of corporation, profit and loss statements, and corporate stock-books are the sole relevant records whi…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- News-Journal Corp. v. State, 136 Fla. 620 (Fla. 1939)
- Sage v. State of Fla. ex rel. Stephen L. Perrone & Robert A. Jarvis, Jr., 313 So. 2d 461 (Fla. 3d DCA 1975)