Wrights Beauty College, Inc. v. Bostic

576 N.E.2d 626, 1991 Ind. App. LEXIS 1361, 1991 WL 161335
CourtIndiana Court of Appeals
DecidedAugust 19, 1991
DocketNo. 34A02-9010-CV-581
StatusPublished
Cited by1 cases

This text of 576 N.E.2d 626 (Wrights Beauty College, Inc. v. Bostic) is published on Counsel Stack Legal Research, covering Indiana Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wrights Beauty College, Inc. v. Bostic, 576 N.E.2d 626, 1991 Ind. App. LEXIS 1361, 1991 WL 161335 (Ind. Ct. App. 1991).

Opinion

SHARPNACK, Judge.

Defendant Wrights Beauty College, Inc. (hereinafter "the corporation") appeals the trial court's order mandating that it allow the plaintiff, Rick Bostic, to inspect and copy certain corporate records and papers pursuant to IND.CODE § 28-1-52-2. We affirm.

On appeal, the corporation raises two issues. We consolidate and restate these issues into the following single issue:

Was Bostic entitled to inspect and copy the disputed documents under the terms of .C. § 238-1-52-27

We restate the facts most favorable to the trial court's order. Bostic first became associated with the corporation in 1978, when the corporation made him the director of one of its schools. In 1984 Bostic and his wife Kathy acquired stock in the corporation and joined Martin and Vicky Wagoner as the only shareholders.

The corporation discharged Bostic from his position of school director in February of 1990. At the time of his removal, the shareholders in the corporation consisted of the Wagoners, the Bostics, and one additional shareholder, Don Wagoner.

Following his dismissal, Bostic requested that the corporation allow him to inspect and copy certain corporate documents. The corporation allowed Bostic to view some of the documents, but refused to allow him to view most of them. The doe-uments the corporation allowed him to view indicated that he and his wife owned ten percent of the outstanding corporate shares. Bostic had believed that he and his wife were owners of twenty-five percent of the shares.

Following the corporation's refusal to allow inspection of the documents, Bostic sent a letter to Martin Wagoner, the president of the corporation, in which he repeated and augmented his request for doe-uments. This letter reads, in relevant part:

% * * L * L
1. We want a complete copy of the following together with the present records of payment of the following:
[628]*628a. All loans to Lafayette Bank and Trust.
b. All loans to Summit Bank and Trust.
c. All loans to First Federal Bank, Kokomo. ~
d. All loans to First National Bank of Logansport.
e. All loans to Farmers and Merchants Bank of Logansport.

2. First Federal Bank's commitment for the property at 208 West Jefferson, Ko-komo, Indiana together with all appraisals made in connection.

8. All purchase agreements with Theresa Behny for the Wabash Beauty School.

4. All purchase agreements with Josie Miller for Indiana Beauty College.

5. Rudaes purchase agreement with C.L. Craft and Wright Beauty College, Inc.

6. A record of all financial transactions between Wright Beauty College, Inc., Don Wagoner, and Lafayette Bank and Trust. Including the Assignment of Contract from Wright Beauty College, Inc. to Don Wagoner and assignment of Don Wagoner to Lafayette Bank and Trust and payment of Lafayette Bank and Trust to Don Wagoner, and Don Wagoner's payment to Wright Beauty College, Inc.

8. All documents showing the Assignment of Contract to purchase real estate at 610 North Washington, Kokomo, Indiana between Wright Beauty College, Inc. and Don Wagoner.

9. Lease agreement between Wright Beauty College, Inc. and EMPT.

10. Profit and loss balance sheet for the last 24 months of Wright Beauty College, Inc. and its subsidiaries.

11. All statements for the last 12 months showing the deposits of tuition, receipts, and booth rent.

12. A copy of all financial statements of any individual used by Wright Beauty College, Inc. for the purpose of obtaining credit for the last 24 months.

L * L * L L

(Record, p. 24-25).

When the corporation refused Bostic's renewed request, he filed this action seeking an order compelling the corporation to permit him to inspect and copy the disputed documents. In his complaint, Bostic alleged that he needed the documents in order to evaluate his present and potential liability for loans which he had signed on behalf of the corporation in his corporate and personal capacities and to evaluate his holdings in the corporation. In addition, he testified at trial that, because the corporation was closely held and had the right of first refusal on any sale of stock, his stock had no market value and he needed the information in order to value his stock in preparation for sale.

The trial court, pursuant to the corporation's motion, entered findings of fact and conclusions of law. Our standard of review of a judgment supported by requested findings and conclusions is twofold. We first determine whether the evidence on the record supports the findings, and, if so, we then determine whether the findings support the judgment. DeKalb County Eastern Community School District v. Dekalb County Eastern Education Association (1987), Ind.App., 513 N.E.2d 189, 191. If the record supports the findings-that is to say, if the findings are not clearly erroncous-and if the findings support the judgment, we must affirm. Id.

Bostic claimed a right to inspect the disputed documents under I.C. § 28-1-52-2. This statute provides, in relevant part:

(b) A shareholder of a corporation is entitled to 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 (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the [629]*629date on which the shareholder wishes to inspect and copy:
* * * u * *
(2) Accounting records of the corporation.
* * * LJ % Lu
(c) A shareholder may inspect and copy the records identified in subsection (b) only if:
(1) the shareholder's demand is made in good faith and for a proper purpose;
(2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(8) the records are directly connected with the shareholder's purpose.

The corporation argues that Bostic is not entitled to view the disputed documents because the disputed documents are not directly connected to a proper purpose allowed by our corporate law. The corporation notes that Bostic's complaint identifies three reasons for his request to view the records: 1) to fulfill his obligations as a member of the board of directors; 2) to determine whether he bears any individual liability for loans for which he had signed both individually and as an officer of the corporation; and 3) to evaluate his holdings in the corporation. The corporation argues that none of these reasons identify a proper purpose for inspection.

Under the common law of this state, a shareholder had the right to inspect corporate documents upon a showing of a proper purpose related to the interests of the shareholder. Charles Hegewald Co. v. State ex rel. Hegewald (1925), 196 Ind.

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Bluebook (online)
576 N.E.2d 626, 1991 Ind. App. LEXIS 1361, 1991 WL 161335, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wrights-beauty-college-inc-v-bostic-indctapp-1991.