CROSSPOINTE, INC., A FLORIDA CORPORATION, PETITIONER,
v.
SUSAN JOHNSON AND JOAN KEEBLER, RESPONDENTS

Fla. 1st DCA | 2005-01-13
No. 1D04-1829
BROWNING, LEWIS and POLSTON, JJ. concur.
894 So. 2d 1004 Florida District Court of Appeal, First District (2005) Positive Treatment
Cited by 2 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

CrossPointe, Inc. petitioned for a writ of certiorari challenging the trial court's order compelling production of corporate documents to Johnson, a fifty-percent owner. The court denied the petition because petitioner conceded that Johnson, as a corporate director, was entitled to access the corporation's books and records, and the order only required CrossPointe, Inc. (not the separate CrossPointe LLC) to produce documents.


Holding

The court denied the petition for writ of certiorari because petitioner conceded that Johnson, as a director of the corporation, is entitled to equal access to all corporate records and information owned by CrossPointe, Inc. The trial court's order properly required CrossPointe, Inc. to release its records to Johnson for litigation purposes only.


Headnotes

[1] A director of a corporation is entitled to access to the corporation's books and records.

[2] A party's concession that a corporate director is entitled to access corporate records precludes an argument that the director is not entitled to such access.

Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.

Join FLexlaw to unlock all legal intelligence

Key Quotes

“a director of a corporation is entitled to access to the corporation's books and records....- Thus, [petitioner] agrees that Johnson is entitled to equal access to all of the corporate records and information owned by CrossPointe, Inc.”

Establishes that petitioner conceded the fundamental principle underlying the trial court's order—that corporate directors have a right to access corporate records.

Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.

Join FLexlaw to unlock all legal intelligence

Facts & Procedural History

CrossPointe, Inc. is a corporation with two fifty-percent owners: Susan Johnson and Joan Keebler. Keebler accused Johnson of fraud, breach of fiduciar…

The full statement of facts, procedural history, and disposition for this case are member content.

Join FLexlaw to unlock all legal intelligence

© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.


Opinion of the Court
PER CURIAM.

PER CURIAM.

Petitioner requests a writ of certiorari from this Court, asserting that the trial court departed from the essential requirements of law in granting respondent Susan Johnson’s motion to compel the production of documents petitioner asserts are privileged. Because petitioner conceded that the trial court properly ruled that Johnson is entitled to the documents referenced in the order, we deny the petition for writ of certiorari.

This case arises from a dispute between two fifty-percent owners of CrossPointe, Incorporated (“CrossPointe, Inc.”), Susan Johnson and Joan Keebler, wherein Kee-bler accused Johnson of fraud, breach of fiduciary duty, conversion, and tortious interference. After bifurcating the case to first determine proper ownership of the corporation, the trial court ruled that Johnson was a fifty-percent owner of CrossPointe, Inc., and as such, she was entitled to full access of the corporate records of CrossPointe, Inc. Petitioner appealed the ruling, and this Court affirmed. See Crosspointe, Inc. v. Johnson, 876 So. 2d 563 (Fla. 1st DCA 2004).1

Again, in March 2004, after Johnson filed a motion to compel production of CrossPointe, Inc.’s corporate documents, the trial court ruled that Johnson was entitled to view the corporate records of CrossPointe, Inc., stating that “Cross-Pointe, Inc. shall release the records to Johnson for purpose of this litigation only.” (Emphasis added). Petitioner then requested a writ of certiorari from this Court, arguing that Johnson was not entitled to the documents, which -are now allegedly in the possession of CrossPointe LLC, a separate and distinct entity from CrossPointe, Inc. In response to a subsequent order to show causé-why this issue was not previously considered and controlled by the , law of the case, petitioner conceded that “a director of a corporation is entitled to access to the corporation’s books and records....- Thus, [petitioner] agrees that Johnson is entitled to equal access to all of the corporate records and information owned by CrossPointe, Inc.” (Emphasis in original).- Petitioner continued to argue, however, that Johnson was not entitled to access any of the documents because they are now held by CrossPointe LLC.

Petitioner' erroneously argues as if the trial court’s March 2004 order compels the discovery of documents in the possession of CrossPointe LLC. It does not. As stated above, the trial court’s-order specifically states that CrossPointe, Inc; is to. turn over .any relevant documents. The trial court does not direct-CrossPointe LLC to do anything. Therefore, we deny the petition for writ of certiorari.

BROWNING, LEWIS and POLSTON, JJ. concur. . Subsequently, in a separate'action, a creditor forced CrossPointe, Inc. into receivership and sold most of the corporation’s assets at a duly noticed sale. ' CrossPointe LLC, an Alabama limited liability company and.-designee of Keebler, purchased many of CfossPointe, Inc.’s assets, including the rights to the instant litigation. The parties agree that Cross-Pointe, Inc. is'still a viable and separate entity with its own assets.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By

  • Crosspointe, Inc. v. Johnson, 899 So. 2d 1145 (Fla. 1st DCA 2005)
    …PER CURIAM. Upon this Court’s own initiative, respondent is awarded appellate attorney’s fees to be paid in equal amounts by petitioner and petitioner’s attorney pursuant to section 57.105(1), Florida Statutes. See CrossPointe, Inc. v. Johnson, 894 So. 2d 1004 (Fla. 1st DCA 2005). The cause is remanded to the trial court to assess reasonable attorney’s fees respondent incurred as a result of defending this appeal. BROWNING, LEWIS and POLSTON, JJ., Concur.…

Full citator, related cases, and AI research tools

Open in FLexlaw