Summary
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 which the corporation must produce for inspection
Summary of this case from Stephenson v. MendigurenOpinion
No. 88-645.
August 2, 1988. Rehearing Denied September 6, 1988.
Petition from the Circuit Court, Dade County, Edward S. Klein, J.
Haddad, Josephs Jack and Michael Josephs and Denise V. Powers, Coral Gables, for appellant.
Stanley J. Bartel, Miami, for appellee.
Before HUBBART, NESBITT and BASKIN, JJ.
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 stock book — 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.