CopyCited 7 times | Published | Court of Appeals for the Eleventh Circuit | 2005 U.S. App. LEXIS 7778, 2005 WL 1039101
...Count IV was an
equitable demand for an accounting from LJS. Count V sought an equitable
injunction compelling LJS to disclose its books and records. Count VI alleged that
Urfirer, as a former Cambridge shareholder, had a statutory right under Florida
Statutes §§
607.1602,
607.1604, 620.143, and
620.8403 to inspect Cambridge’s
books and records....
...Urfirer concedes that
Florida law does not guarantee him access to these records as a former shareholder,
since Cambridge is a corporation rather than a partnership, and Florida law
guarantees access to corporate records only to present shareholders. See Fla. Stat.
§§
607.1602(1) (“A shareholder of a corporation is entitled to inspect and copy,
during regular business hours at the corporation’s principal office, any of the
32
records of the corporation described in s.
607.1601(5) . . . .”);
607.1602(2) (“A
shareholder of a corporation is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of the following
records of the corporation if the shareholder meets the requirements of subsection
(3) ....
...from claiming a statutory entitlement to
inspect Cambridge’s books.
Urfirer further argues that even if he does not qualify as a shareholder, a
court nevertheless has discretion to grant him inspection rights. He cites Florida
Statutes § 607.1602, which provides that shareholders are entitled to inspect
corporate records, and notes that “[t]his section does not affect . . . [t]he power of a
court, independently of this act, to compel the production of corporate records for
examination.” Fla. Stat. § 607.1602(5)(b). Section 607.1602(5)(b), however,
merely reiterates that a court has the equitable power to grant nonshareholders
access to corporate records as it sees fit; it does not create a statutory right of
inspection or grant courts any new statutory authority to authorize inspections by
nonshareholders....
...f from judgment are
now moot.
AFFIRMED IN PART, REVERSED IN PART, and REMANDED.
4
The Cornfelds argue that even shareholders are entitled to inspect records only in “good
faith” and for a “proper purpose,” see Fla. Stat. § 607.1602(3), and that Urfirer has shown
neither....
CopyCited 7 times | Published | District Court, M.D. Florida | 2002 U.S. Dist. LEXIS 15147, 2002 WL 1888689
...ds that Plaintiff fails to state a claim against Defendant Smoothie King for intentional infliction of emotional distress, and Count V must be dismissed with prejudice. VI. Inspection of Corporate Records In Count VI, Plaintiff alleges violations of Section
607.1602 and Section
607.1620 of the Florida Business Corporation Act; however, in his response to Defendant's Motion to Dismiss, he concedes that this Count is an improper cause of action....
CopyCited 5 times | Published | Florida 2nd District Court of Appeal | 2000 WL 485551
...would be obliged to raise sua sponte. See 84 Lumber Co. v. Cooper,
656 So.2d 1297 (Fla. 2d DCA 1994). But it may be possible for Kogan to amend his complaint to assert a shareholder's right to inspect grounded in Florida statutory or common law. See §
607.1602, Fla....
CopyCited 3 times | Published | Florida 5th District Court of Appeal | 1998 WL 95317
...owing respondent, Deborah Israel, as Trustee of the Israel Children's Trust, to review Universal's corporate records. We grant the petition and quash the order allowing discovery. Respondent sought review of Universal's corporate records pursuant to section 607.1602, Florida Statutes (1995)....
...In the instant case, we find the trial court abused its discretion by requiring disclosure of confidential and proprietary documents before the ultimate issue of respondent's stockholder status and her right to review and inspect those same documents under section 607.1602 has been decided....
...ired production of financial documents which would constitute part of the accounting itself, before a determination was made that a basis for an accounting had been established). *902 Respondent cannot be allowed to bypass the showing required under section 607.1602 to copy financial corporate records by obtaining those documents through the discovery process....
...estion of ownership, and if that threshold is passed, to allow the trial court to hold an in camera inspection of the documents to determine their relevance on that issue. PETITION GRANTED; ORDER QUASHED. W. SHARP, and HARRIS, JJ., concur. NOTES [1] Section 607.1602, Florida Statutes, allows a shareholder to inspect certain records of a corporation only if the shareholder's demand is made in good faith and for a proper purpose, the shareholder describes the purpose and records with reasonable pa...
CopyCited 3 times | Published | Florida 3rd District Court of Appeal | 1994 Fla. App. LEXIS 974, 1994 WL 45165
...ional documentation reflecting CSI's intangible assets and contingent liabilities. CSI did not produce these documents. Gnaizda filed a motion supported by the affidavit of his accountant seeking enforcement of his rights to inspect CSI's books. See § 607.1602, Fla....
...CSI petitioned this court for a writ of certiorari on grounds that there has been a clear departure from the essential requirements of the law which will cause CSI irreparable harm. The current statute regulating shareholder access to corporate records is section 607.1602, Florida Statutes (1991). The records sought here fall into the categories of "[a]ccounting records of the corporation," id. § 607.1602(2)(b), and "other books and records." Id. § 607.1602(2)(d)....
...subsection (2) only if: (a) His demand is made in good faith and for a proper purpose; (b) He describes with reasonable particularity his purpose and the records he desires to inspect; and (c) The records are directly connected with his purpose. Id. § 607.1602(3)....
...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 access to accounting records, as well as other books and records, so long as they are directly connected with a proper purpose and the other requirements of subsection
607.1602(3) are satisfied....
...on of the overbreadth argument. In conclusion, Gnaizda's request was for the proper purpose of stock valuation, supported by an affidavit from his accountant, made with sufficient specificity, and consisted of examinable documents as contemplated by section 607.1602, Florida Statutes. We find no departure from the essential requirements of law. Certiorari is denied. GODERICH, J., concurs. BASKIN, Judge dissenting. I would grant the petition and quash the order under review. The majority misconstrues the effect of section 607.1602, Florida Statutes (1991), as it applies to the facts in this case....
...Scorpio Music, Inc.,
567 So.2d 1 (Fla. 3d DCA 1990), review denied,
581 So.2d 1311 (Fla. 1991). Section 607.157(4), Florida Statutes (1989), permitted the examination of the corporation's "relevant books and records of accounts, minutes, and record of shareholders...." Section
607.1602(2)(a)-(d), Florida Statutes (1991), permits, in pertinent part, inspection of accounting records of the corporation, the record of shareholders, and any other books and records. I do not discern a more expansive statutory authority in section
607.1602 which the majority relies on to permit the inspection of insurance policies, employment agreements, and agreements for nondisclosure, among other documents....
...The accountant's affidavit is insufficient where, as here, it merely asserts conclusory statements as to the need for the documents without providing a factual basis for its conclusion. In summary, I would hold that the order compelling production of corporate documents exceeds the authority of section 607.1602 and would grant certiorari. NOTES [1] Gnaizda had already filed suit against CSI asserting breach of contract with respect to his prior employment relationship with CSI. Meanwhile, he made a shareholder request for access to corporate documents pursuant to section 607.1602, Florida Statutes (1991). When the request was denied, he elected to file a motion in the pending lawsuit to compel access to records under section 607.1602....
CopyCited 2 times | Published | Florida 2nd District Court of Appeal | 1999 WL 22508
...Items possibly relevant to an accounting are not discoverable until the right to an accounting has first been established. See Zebouni v. Toler,
513 So.2d 784 (Fla. 1st DCA 1987). Once that occurs, discovery may proceed to the actual accounting. Id. *344 Section
607.1602, Florida Statutes (1997), allows a shareholder of a corporation to inspect and copy corporate accounting records, if: 1) the shareholder's demand is made in good faith and for a proper purpose; 2) the shareholder describes with reasonable particularity his purpose and the records he desires to inspect; and 3) the records are directly connected with the shareholder's purpose. See §
607.1602(3), Fla. Stat. (1997). A corporation may deny such request for inspection if it believes the request was made for an improper purpose. See §
607.1602(6), Fla. Stat. (1997). According to section
607.1602(9), Florida Statutes (1997), a "proper purpose" is a purpose reasonably related to such person's interest as a shareholder....
...a right to an accounting of respondent). Since the pleadings disputed the issue as to whether an accounting right existed, the trial court was first required to find that the physicians were entitled to an accounting by meeting the criteria found in section 607.1602(3), Florida Statutes (1997), before granting the motion to inspect corporate records....
CopyCited 2 times | Published | Florida 4th District Court of Appeal | 1997 Fla. App. LEXIS 13682, 1997 WL 756637
...DeMaria of Tew & Beasley, L.L.P., Miami, for appellee. PER CURIAM. This appeal arises out of the trial court's order compelling the appellant corporation to allow the appellee shareholder to inspect and copy the corporate records, pursuant to sections
607.1602 and
607.1604, Florida Statutes (1995)....
...Two and one-half years after the parties had entered the agreement, the purchasing shareholder defaulted on his interest payments and subsequently refused to make any more payments. The appellee then gave the appellant corporation notice of his intent to inspect the corporate records. Pursuant to section 607.1602, a shareholder of a corporation is entitled to inspect certain enumerated corporate books and records for a proper purpose, upon demand and at least five business days notice....
CopyCited 1 times | Published | Florida 5th District Court of Appeal | 2010 Fla. App. LEXIS 10013, 2010 WL 2695649
...Rosenbluth, Jr., of Fisher, Rushmer, Werrenrath, Dickson, Talley & Dunlap, P.A., Orlando, for Appellees. PER CURIAM. We find no reversible error in the trial court's determination that appellants' request for certain documents of Liberty Bancorporation did not comply with section 607.1602, Florida Statutes (2007)....
CopyPublished | Florida 1st District Court of Appeal | 1999 Fla. App. LEXIS 12032, 1999 WL 718476
...Delaney has a “proper purpose” for his request to inspect SantaFe’s records. “Proper purpose” is not defined in section 617.2103(3)(a). The term is defined for the purposes of inspection rights relating to other types of corporations in sections
607.1602(9) and
617.1602(7). Section
607.1602(9), pertaining to for-profit corporations, defines a “proper purpose” for inspection as “a purpose reasonably related to such person’s interest as a shareholder.” Similarly, section 617.602(7), pertaining to not-for-profit...
CopyPublished | Florida 2nd District Court of Appeal | 2012 Fla. App. LEXIS 19550, 2012 WL 5458080
...thias Trost on the basis that he was next of kin. See §
736.0603(1), Fla. Stat. (2009). When the trial court issued *1210 the order on review, the ward was alive and Ms. Swan had no duty to Matthias Trost. Citrus Park Corporate Documents Similarly, section
607.1602, Florida Statutes (2009), provides for inspection of corporate documents only by shareholders. Although section
607.1602(5) (b) provides that “a court, independently of this act, [may] compel the production of corporate records for examination,” Matthias Trost’s status as next of kin does not justify his access to confidential corporate records when he lacks any standing as a shareholder....
CopyPublished | Florida 2nd District Court of Appeal
....
-2-
After September 20, 2016, Mancini, through counsel,
made requests for inspection of books and records of
VBRL pursuant to a statutory demand for inspection
Chapter § 607.1602, Florida Statutes (2016 as
amended) but said requests were denied because
VBRL, Inc....
...submitted by the parties.
914 So. 2d at 1067-68.
5There is no question that if Mr. Mancini is a shareholder of Villa Bellini,
Villa Bellini has a clear and indisputable statutory duty to allow him to inspect its
corporate records in accordance with section
607.1602.
-7-
Now those who may be familiar with the arcana of mandamus
jurisprudence6 might think the use of a mandamus petition in a private business dispute
between private individuals is a bit—odd....
CopyPublished | Florida 3rd District Court of Appeal | 2016 Fla. App. LEXIS 3075, 2016 WL 834035
...In the instant case, we find the trial court abused its discretion by
requiring disclosure of confidential and proprietary documents before the ultimate
issue of respondent’s stockholder status and her right to review and inspect those
same documents under section 607.1602 has been decided.”); Arthur Finnieston,
Inc....
CopyPublished | Florida 4th District Court of Appeal | 2007 Fla. App. LEXIS 8872, 2007 WL 1610440
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 particu...
...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 §
607.1602(6), Fla....
...The trial court made no findings on petitioner’s claim that the requests were made for an improper purpose. The trial court’s order departs from the essential requirements of law because it contains no findings regarding the elements that must be established under section 607.1602(3) before a shareholder request for inspection under section 607.1602(2) may be granted....
...In Collier, the second district held: Since the pleadings disputed the issue as to whether an accounting right existed, the trial court was first required to find that the [shareholders] were entitled to an accounting by meeting the criteria found in section 607.1602(3), Florida Statutes (1997), before granting the motion to inspect corporate records....
...om shareholder’s accountant explaining why particular records needed to be inspected). The alleged tax liability is conspicuously absent from the letter demanding to inspect the records in this case. Before ordering inspection of the records under section 607.1602(2), the trial court was required to find that the elements of section 607.1602(3) were established....
CopyPublished | Florida 3rd District Court of Appeal | 2013 WL 3336867, 2013 Fla. App. LEXIS 10603
...Finding no error in the trial court’s determinations that the appellees complied with the pertinent statutory obligations, we affirm. The Complaint and Proceedings Below Omes filed a two-count complaint claiming unlawful denial of access to corporate books and records under section 607.1602, Florida Statutes (2011), and unlawful denial of access to limited liability company (LLC) records under section 608.4101, Florida Statutes (2011)....
...angible assets and contingent liabilities. [The corporation] did not produce these documents. [The shareholder] filed a motion supported by the affidavit of his accountant seeking enforcement of his rights to inspect [the corporation’s] books. See § 607.1602, Fla....
...The court denied a general request for the inspection of all other corporate records. Id. at 1101 (footnote omitted). In Computer Solutions, the corporation sought certiorari 5 because it claimed the additional records sought by its shareholder and his accountant were beyond the scope of section 607.1602....
...he letter or spirit of the records inspection statutes. Affirmed. . Access to the records of a corporation not for profit, though similar to that afforded regarding a corporation, is governed by section
617.1602, Florida Statutes (2011), rather than section
607.1602....
CopyPublished | Florida 3rd District Court of Appeal
...Butchko, Judge.
Sniffen & Spellman P.A., and Robert J. Hauser (West Palm Beach), for
appellant.
Shutts & Bowen LLP, Aleksey Shtivelman, and Douglas M. Kramer, for
appellee.
Before FERNANDEZ, LINDSEY and LOBREE, JJ.
PER CURIAM.
Affirmed. § 607.1602(7)(b), Fla....
