Master Mortg. Corp. v. Craven, 47403
| Decision Date | 02 October 1972 |
| Docket Number | No. 3,No. 47403,47403,3 |
| Parties | MASTER MORTGAGE CORPORATION v. Robert L. CRAVEN |
| Court | Georgia Court of Appeals |
Syllabus by the Court
1. Where in a judicial hearing in connection with a civil action the court reporter transcribes testimony, not by direction of the court but by private agreement with one party in which the opposing party has expressly refused to participate, all costs of transcription having been paid by the former, he cannot thereafter compel the reporter to furnish him with a copy of the transcript. Evidentiary questions for which such a transcript is necessary on appeal cannot be decided by this court.
2. In an application by a shareholder to examine corporate records, the statute gives him the right on a proper showing to have made available to him it books and records of account, minutes, and record of shareholders. There is additionally his common law right to the examination of business records germane to his interest as a stockholder and not inimical to the interests of the corporation. The trial court, in granting the order, erred in not restricting the blanket requests of the stockholder, which sought to obtain all files and records from the inception of the corporation, to relevant categories.
Robert Craven, a shareholder of record of the defendant appellant, Master Mortgage Corp., filed an application under Code § 22-613 to allow him to inspect the books and records of the corporation. On September 24, 1971, the court after a hearing granted the order as to list of such corporate papers attached to the plaintiff's petition. In October the corporation entered into an agreement with certain persons designated trustees for the purpose of liquidating and distributing all corporate assets, which placed all assets and all stock certificates in the trustees for this purpose. In November the plaintiff filed an application for an order finding the corporation in contempt for having refused to produce a number of the records involved in the original order. On December 20 the court, although refusing to hold the defendant in contempt, ordered production of all items listed in the plaintiff's original petition which might then be in the possession of the defendant, and certifying the case for immediate review.
At this point the defendant effected a change of counsel. On January 18, 1972, a notice of appeal was filed from the orders of September 24 and December 23 granting the requisition for inspection of documents. It was then brought to the attention of the defendant's new appellate counsel that the court reporter who had taken down the proceedings in the December 20 hearing (the only one which falls within the time limit for appellate review) refused to produce them on request of plaintiff's counsel, and he then moved for an order to compel production. This issue was tried on May 5, 1972, and the order denying the motion to compel production is included among the enumerations of error.
Beryl H. Weiner, Rose M Higby, Rick S. Sexton, Atlanta, for appellant.
John K. Dunlap, Atlanta, for appellee.
1. The evidence on the hearing to compel the court reporter to transcribe the testimony of the December 20 hearing supports the trial court's judgment overruling the motion under Harrington v. Harrington, 224 Ga. 305, 161 S.E.2d 862 since it authorized a finding that the appellant's then cousel had refused to participate in having the testimony reported, and the transcript therefore belonged to the opposite party under a private contract. The principal distinction between Harrington and Robinson v. J. C. Penney Co., 124 Ga.App. 221, 183 S.E.2d 782 lies in the fact that in the former case the party to the litigation desiring the transcript for appeal purposes had previously refused to participate, while in the latter the movant had not been a party to the hearing and had therefore made no such election.
Since two orders deal with identical subject matter (the examination of a list of corporate documents as set out in an exhibit to the original petition), and since, even if the evidence would not support the grant in the original order it might have done so at the second hearing, and if so any error in the original order would be harmless, we cannot examine the enumerations of error which raise evidentiary questions. Smith v. Smith, 223 Ga. 795(2) 158 S.E.2d 679; Avery v. Avery, 224 Ga. 516, 162 S.E.2d 718; Greene v. McIntyre, 119 Ga.App. 296, 167 S.E.2d 203.
2. We can and must, however, consider whether the list of demands, as set out in the petition and granted by the trial court, is overly broad on its face. It calls for (1) list of shareholders; (2) all minutes of shareholders, directors, and directors' committees; (3) all corporate books of account from the inception of the corporation (that is, since October 2, 1964); (4) all bank accounts, bank statements and cancelled checks; (5) all State and Federal income tax returns and worksheets; (6) corporate by-laws; (7) all corporate statements of account prepared by a named firm of certified public accountants; (8) 'all corporate records pertaining in any way to loans,...
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...258 S.E.2d 184, 186-87 (1979) (confidential work sheets and legal opinions generally unavailable); Master Mortgage Corp. v. Craven, 127 Ga.App. 367, 371-72, 193 S.E.2d 567, 570 (1972) (income tax worksheets unavailable); Meyer v. Ford Indus., Inc., 272 Or. 531, 533-43, 538 P.2d 353, 354-58 ......
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