MORRIS LIEBMAN, AS PRESIDENT OF SUN RAY PARK, INC., AND SUN RAY PARK, INC., A FLORIDA CORPORATION, APPELLANTS,
v.
STATE EX REL. DAVID K. PINKS, APPELLEES
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.
A shareholder sought mandamus to compel inspection of corporate records. The trial court granted the writ, and the corporation appealed, arguing that its return sufficiently alleged the shareholder was seeking the information for an improper competitive purpose rather than legitimate shareholder purposes.
The court held that the return was insufficient because it failed to allege specific facts that would put in issue the petitioner's right to inspect the records; general allegations of lack of good motive are inadequate to defeat a shareholder's inspection rights.
“We hold the return failed to allege specific facts which would put in issue the petitioner's right.”
The court's holding that general allegations of improper motive are insufficient; specific facts are required to challenge shareholder inspection rights.
Previewing 1 of 2 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceDavid K. Pinks, a 20% shareholder in Sun Ray Park, Inc., demanded the right to inspect the corporation's books of account, books of original entry, an…
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.
The appellee, David K. Pinks, was petitioner for an alternative writ of mandamus. The petition alleged that: (1) he was a shareholder in Sun Ray Park, Inc., a Florida corporation, holding twenty percent of the stock of the corporation; (2) he had demanded the right to inspect the books of account and books of original entry, as well as other papers and records showing the financial condition of the corporation; (3) the purpose of the examination demanded was to ascertain the true value of the shares of stock owned by petitioner and to determine if there were funds available with which to pay dividends and to determine whether or not the affairs of the corporation were being properly administered; (4) the demand was refused. The alternative writ issued.
The appellants filed its return which contained the following allegation:
“ * * * stating in substance or effect that he, David K. Pinks had formed an association, the details of which he did not disclose, with one Phillip Zipes, who is the corporate officer of a corporation operating a nursing home formerly known as the Ramsey Nursing Home, a competitor of Sun Ray Park, Inc., a Florida corporation and he desired to examine the books of Sun Ray Park, Inc., relating to maintenance, payroll and operational costs and a list of all patients or such other information of peculiar value to said Phillip Zipes as an officer of a corporation operating a competitive nursing home and defendant-respondents deny that said relator desired to inspect the books and records of Sun Ray Park, Inc., for the purposes alleged in his Petition and deny that his demand was made in good faith and for a proper purpose.”
The appellee moved for the entry of-the peremptory writ notwithstanding the return and the court entered judgment for the petitioner and the peremptory writ issued. This appeal followed.
*646The sole question is whether the return was sufficient. It is urged that it was because it plead in general terms the lack of good motive on the part of the stockholder. We hold the return failed to allege specific facts which would put in issue the petitioner's right. Treat v. State ex ret Dann, 118 Fla. 899, 160 So. 498; cf. News-Journal Corporation v. State ex rel. Gore, 136 Fla. 620, 187 So. 271.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
BAL Harbour Vill. v. State of Fla. ex rel. V. E. Giblin, 299 So. 2d 611 (Fla. 3d DCA 1974)…Scholtz, [119 Fla. 460] 158 So. 812. A return is insufficient which attempts to deny the Petitioner’s right ‘in general terms’ and which failed to ‘allege specific facts which would put in issue the Petitioner’s right.’ See Liebman v. [*614] State, 136 So. 2d 645. A return to an Alternative Writ of Mandamus, to be sufficient, ‘must state all the facts relied upon by the Respondent with such precision and certainty that the court may be fully advised of all the particulars necessary to enable it to pass upon…
-
Sage v. State of Fla. ex rel. Stephen L. Perrone & Robert A. Jarvis, Jr., 313 So. 2d 461 (Fla. 3d DCA 1975)…dents first two points on appeal and have 'determined that no reversible error has been made to appear therein. See Rahn v. State, 137 Fla. 692, 188 So. 584 (1939); State v. McLendon, Fla.App. 1959, 109 So. 2d 783 and Liebman v. State, Fla.App.1962, 136 So. 2d 645 and cases cited therein. As to appellants’ point III, we find that some merit has been presented therein with respect to their contention that the writ of mandamus permitting inspection of virtually all of the books and records of the corporation i…
-
Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st DCA 1999)…icies of the management of the corporation, or even has filed suit against the corporation, is not sufficient to defeat the request. Davidson v. Ecological Science Corp., 266 So. 2d 71, 74 (Fla. 3d DCA 1972); see also Liebman v. State ex rel. Pinks, 136 So. 2d 645 (Fla. 3d DCA 1962); and Sto-Rox Focus on Renewal Neighborhood Corp. v. King, 40 Pa.Cmwlth. 640, 398 A. 2d 241, 243 (1979). In Florida Telephone Corp. v. State ex rel. Peninsular Telephone Co., Ill So. 2d 677 (Fla. 1st DCA 1959), this court reviewed…
Authorities Cited
- Treat v. State, 118 Fla. 899 (Fla. 1935)
- News-Journal Corp. v. State, 136 Fla. 620 (Fla. 1939)