News-journal Corp. v. State Ex Rel. Gore
| Decision Date | 10 March 1939 |
| Citation | 187 So. 271,136 Fla. 620 |
| Parties | NEWS-JOURNAL CORPORATION et al. v. STATE ex rel. GORE. |
| Court | Florida Supreme Court |
Error to Circuit Court, Volusia County; H. B. Frederick, Judge.
Action by the State of Florida, on the relation of R. H. Gore against the News-Journal Corporation and others, for mandamus to compel access to and right of examination of corporate books and records. To review a judgment granting the peremptory writ, defendants bring writ of error.
Affirmed with directions to amend the peremptory writ.
COUNSEL Green & West, of Daytona Beach, for plaintiffs in error.
D. C Hull and Hull, Landis & Whitehair, all of De Land, and McCune, Hiaasen & Fleming, of Fort Lauderdale, for defendant in error.
Alternative writ of mandamus was issued by the Circuit Court of Volusia County directed to plaintiffs in error, as respondents commanding them to allow 'R. H. Gore and his accountant, Joseph E. Phillips, access to and right of examination of the Stock book, the minute books, both of directors' and stockholders' meetings, all books of account of original entry, including the ledgers kept by said News-Journal Corporation, a corporation under the laws of the State of Florida, and any and all books, records, accounts, papers, contracts, documents, and files bearing on the financial condition of the said corporation, its receipts, and disbursements, the value of its stock, and the method of conducting the affairs and business of said News-Journal Corporation, or that you and each of you appear before this Honorable Court on the 28th day of September, A. D., 1937, at ten o'clock, A. M., and show cause for your failure so to do.'
A motion to quash the alternative writ was denied, a return thereto was filed, and a demurrer to it sustained. An amended return was filed, to which a demurrer and motion to strike portions of, as well as the return in toto, were entered. The demurrer to the return as amended was sustained and peremptory writ was granted pursuant to the prayer of the alternative writ as amended. At the time the peremptory writ was issued, Relator and his accountant were enjoined from publishing or disseminating the information secured by them from the examination of the books and records of respondents. The instant writ of error was prosecuted to this order.
Out of this medley of pleading, four questions are extracted and urged for reversal of the judgment below. Except the fourth question, it being one of adjective law, all questions raised may be resolved by answering the following query: To what extent and under what circumstances may a stockholder in a corporation be permitted to examine its books, records, and accounts to ascertain the financial condition of the corporation and the value of his stock held therein?
The relator and Respondents are owners and publishers of what are alleged to be rival newspapers in Daytona Beach, Florida. The Relator acquired forty per cent of the stock of Respondents and was refused permission to examine all of its books, accounts and other records. He brought this proceeding to coerce compliance with said request. It is contended by Respondents that Relator is limited in such an examination as he seeks to make to those records and books of the corporation which reveal its financial condition and the value of its capital stock and that these have been furnished him.
It is admitted by both parties hereto that no statutory authority clothes Relator with the right to examine all the books of account and records of the Respondent corporation but that such right as he has to do this is that which emanated from the common law.
Under the common law, it is well settled that such a right was not absolute but was limited and qualified. It was said by some authorities...
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..., 199 U.S. 148, 156, 26 S. Ct. 4, 50 L. Ed. 130 (1905) ; or to undertake a "fishing expedition"; News-Journal Corp. v. State ex rel. Gore , 136 Fla. 620, 623, 187 So. 271 (1939) ; is not a proper purpose. See, e.g., Nodana Petroleum Corp. v. State ex rel. Brennan , 50 Del. 76, 81–82, 123 A.......
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Mallick v. International Broth. of Elec. Workers
...confidential corporate documents that did not reflect completed corporate transactions. See, e.g., News-Journal Corp. v. State ex rel. Gore, 136 Fla. 620, 624, 187 So. 271, 272 (1939) ("trade secrets and confidential communications" unavailable "unless they affect the financial status or th......
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News-Journal Corp. v. Gore
... ... understood we refer to a former decision of this court in ... this case, News-Journal Corporation v. State ex rel ... Gore, 136 Fla. 620, 187 So. 271, 273. It was the ... judgment of the court, expressed in that opinion, that a ... peremptory writ ... ...
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Delaney v. SantaFe HealthCare, Inc.
...that of other stockholders), and not satisfaction of curiosity or a general fishing expedition. See also News-Journal Corp. v. State ex rel. Gore, 136 Fla. 620, 187 So. 271, 272 (1939). Thus, a request to determine whether the affairs of a corporation are being properly administered by the ......