Uldrich v. Datasport, Inc.

349 N.W.2d 286, 1984 Minn. App. LEXIS 3146
CourtCourt of Appeals of Minnesota
DecidedMay 15, 1984
DocketC8-83-1315
StatusPublished
Cited by1 cases

This text of 349 N.W.2d 286 (Uldrich v. Datasport, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Uldrich v. Datasport, Inc., 349 N.W.2d 286, 1984 Minn. App. LEXIS 3146 (Mich. Ct. App. 1984).

Opinion

OPINION

PARKER, Judge.

Datasport, Inc., appeals from an order granting a writ of mandamus to respondent John Uldrich, a shareholder of Datas-port, allowing respondent access to Datas-port’s corporate books and records. Because respondent is a competitor of Datas-port, the order included injunctive relief restraining competitive use of the information gained as a result of. the writ. Datas-port claims that the protection provided by the order is insufficient and asks that the order be modified to require that a third person review the books of account under a protective order not to disclose such information to Uldrich. We affirm.

ISSUE

Did the trial court abuse its discretion in ordering appellant to allow respondent access to its corporate books and records, with certain protective restrictions prohibiting competitive use of the information by respondent?

FACTS

Appellant Datasport is a Minnesota corporation incorporated in 1973 under the Minnesota Business Corporation Act. The owners of Datasport and their respective officers and shareholdings are as follows:

Dennis Gebhard, President 1,600 shares
Donald Lomax, V.P./Treasurer 1,600 shares
Ralph Dolan 1,600 shares
John T. Uldrich (respondent) 1,699 shares
John Hendricksson, Secretary 100 shares
Synsat Internation (owned by respondent) 1 share

Datasport produces a television fish and game forecasting service which identifies periods of increased wildlife activity. The product is marketed to television stations through the use of an outside syndicator, and is also produced in booklet form for sale and for newspaper and radio station features.

Respondent Uldrich is a former employee, officer and director of Datasport. The relationship between respondent and Da-tasport began in 1974 when he was president of a marketing firm that marketed the Datasport booklet. In 1979 Uldrich purchased 1,600 shares of the capital stock of Datasport, Inc., from two stockholders. He was elected to the board of directors and became an officer of Datasport, Inc. In early 1980 Uldrich became a salaried employee of Datasport.

By June 1980, disagreements developed between respondent and Datasport. He was discharged in early July 1980. His notice of termination recited that it was due to his “lack of performance as marketing director.” Dennis Gebhard, Datas-port’s president, testified that the termination was because respondent would not give “assurances of loyalty to the corporation” relating to the syndication rights to a new product developed by respondent, Ge-bhard and other Datasport employees.

Respondent testified that the reason for his termination was because he voted against the sale of Datasport stock to Ralph Dolan at the price of $.17 per share. Respondent had paid $12.50 per share for his shares. The vote on the issuance of stock to Dolan was taken on July 1, 1980, and respondent was terminated as an employee the next day.

In July 1980, while respondent was still an officer and director, Datasport sought and was granted an injunction prohibiting him from marketing his competing product for one year. The trial court found that he had breached his duties to Datasport as a director, and possessed confidential information which would allow him to compete unfairly in the sale of his own product.

After Uldrich’s termination from Datas-port he was denied access to the corporate books and records. He petitioned the trial court for a writ of mandamus commanding Datasport to permit examination of its share register, books of account and record of proceedings of shareholders and di *288 rectors of the company. The court denied the petition on the condition that Datasport permit examination of the corporate share register, the record book containing the record of proceedings of shareholders and directors, the annual financial reports, income statements and balance sheets. The order further provided that the petition for writ of mandamus could be renewed if the material surrendered was not sufficient for Uldrich’s purposes. Datasport produced these records.

Uldrich, contending that the records produced were insufficient for his purpose, renewed his petition for writ of mandamus seeking the books of account of Datasport. The matter was tried before the district court, which ordered a writ of mandamus directing Datasport to allow examination of:

a. the general ledger;

b. the cash and disbursements general journal;

c. . a computer printout of customers, customers’ contract terms and contract prices and associated historical data;

d. the receipts and disbursements journal;

e. purchase and sales journal;

f. state and federal income tax returns;

g. cancelled checks;

h. bank statements;

i. deposit tickets;

j. vendors’ sales invoices;

k. expense vouchers;

1. entertainment receipts;

m. vendors’ supply vouchers.

In its order, the trial court enjoined Uldrich from making competitive use of such information. Datasport appeals from the order for writ of mandamus.

DISCUSSION

The right to inspect corporate books and records is guaranteed to shareholders by Minn.Stats. §§ 301.34, subd. 5, and 300.32 (1982), which provide in pertinent parts:

301.34, Subd. 5, Examinations by Shareholders. Every shareholder * * * shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, and at the place or places where usually kept or at such other place as the court may order, the share register, books of account and records of the proceedings of the shareholders and directors, and to make extracts therefrom.
300.32. In all stock corporations the directors shall cause accurate and complete records to be kept of all corporate proceedings and of all stock subscribed, transferred, canceled, or retired and proper books, accounts, files, and records of all other business transacted. All such books and records shall, at all reasonable times and for all proper purposes, be open to the inspection of any stockholder. * ⅜ *

(Emphasis added).

To enforce this right, the remedy of mandamus is available to force a corporate defendant to comply. However, mandamus will not be issued to enforce the mere naked right of inspection or to gratify idle curiosity; rather, it is necessary for the petitioner to set out the interest at stake rendering an inspection necessary. Fownes v. Hubbard Broadcasting, Inc., 302 Minn. 471, 473, 225 N.W.2d 534, 536 (1975).

The trial court found that Uldrich has good faith reasons for seeking access to the corporate books and records of Da-tasport, i.e.

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Bluebook (online)
349 N.W.2d 286, 1984 Minn. App. LEXIS 3146, Counsel Stack Legal Research, https://law.counselstack.com/opinion/uldrich-v-datasport-inc-minnctapp-1984.