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JACK E. KOPP [SEN 195799] 5mm" CW 9f Calm-m
LAW OFFICE OF JACK E. KOPP F
1528 STARR DRIVE, SUITE B GWW 0' Bum
| |
YUBA CITY, CALIFORNIA 95993
(530) 674—40110Fax (530) 674-5205
L 8/24/2020 L
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Attorney for Petitioner Eric Heitman D E m D
53" ”EH-!"
Emmm' TFILED
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF BUTTE
CASE NO. 20CV01673
ERIC HEITMAN’ PETITION FOR WRIT OF MANDATE
Petitioner,
vs.
MARTIN BRADLEY STAPLETON,
STAPLETON SPENCE PACKING CO,
DOES 1—100 inclusive
Respondent.
Petitioner seeks a writ of mandate issue directing respondents and each of them
to produce for inspection respondent corporations books and records. Petitioner as
director of respondent corporation is entitled to inspect these records pursuant to
California Corporations Code §1602 as well as the respondent corporations bylaws.
Petitioner has requested to exercise his inspection rights and has been refused.
Petition for Writ of Mandate 1
Petitioner alleges:
1. Respondent Stapleton Spence Packing CO., hereinafter referred to as ”respondent
corporation”, is a corporation duly organized and existing under the laws of the State of
California and respondent corporation has it’s principal place of business in Butte
County, California.
2. Respondent Martin Bradley Stapleton is, and at all times herein mentioned was,
President of respondent corporation.
3. Petitioner is ignorant of the true names and capacities of respondents sued herein as
DOES 1-100, inclusive, and therefore sues these fictitious names. Petitioner will amend
this petition to allege their true names and capacities when ascertained. Petitioner is
YUBA CITY. CA 95993
informed and believes and thereon alleges that each of the fictitiously named respondents
LAW OFFICE OF JACK E. KOPP
530—674-4011 O FAX 530-674-5205
is responsible in some manner for each act or omission herein alleged.
4. At all times herein mentioned, each of the respondents was the agent and employee of
—
each 0f the remaining respondents, and, in doing the things hereinafter alleged, was
1528 STARR DRIVE. SUITE B
ac ting within the course and scope of that agency.
5. Petitioner is now a director of respondent corporation. Petitioner was elected to office
of director and has continuously held the position of Director since 1999. Petitioner was
re-elected Director at the last shareholder meeting on October 25, 2017. Said shareholder
meeting was a properly called and lawfully held meeting of the shareholders of the
corporation. Petitioner has neither resigned from office of director nor has been lawfully
removed from this office as of the date of this petition.
6. On June 16, 2020, petitioner sent an email to respondent Martin Bradley Stapleton
requesting to inspect corporate books and records (Said email is attached to the
Declaration of Petitioner and marked as Exhibit 1). On June 23, 2020, Respondent Martin
Bradley Stapleton replied to petitioner that the request had been forwarded to counsel
and a response would be forthcoming from corporate counsel David Lively Esq, of
Hopkins Carly (the email of respondent Martin Bradley Stapleton is attached to the
Petition for Writ of Mandate 2
payments by respondent corporation evidenced by the cancelied checks of respondent
corporation from January 1, 2018 to present, copies of all expense account expenditures
and supporting receipts for any of respondent corporation’s employees’ and/ or any
other person or entity which are reimbursed by respondent corporation for expenses for
the period from January 1, 2018 to present, copies of all credit card statements for cards
used by corporate employees and/ or officers and all supporting documentation
including but not limited to receipts for credit card use from January 1, 2018 to present,
copies of respondent corporations minutes of board of directors meetings and
shareholders meetings from January 2014 to present, copies of all accounts receivable
invoicing, and any credit memo’s or adjustments to same for a period from January 1,
STARR DRIVE. SUITE B —YUBA CITY, CA 95993
2018 to present, the General Ledger, the Transaction Journals for payroll, Accounts
KOPP
o FAX 530-674-5205
Receivable, and Accounts Payable:
LAW OFFICE 0F JACK E
2. That on return of the alternative writ and hearing of this petition, this court issue it’s
peremptory writ of mandate commanding respondents, and each of them, make available
to petitioner’s attorney the bank statements, bank reconciliations and cancelled checks for
swam—4011
any and all accounts held in the name of the corporation or use for the benefit of the
corporation from January 1, 2018 to present, the supporting invoices and/ or bills which
1528
support payments by respondent corporation evidenced by the cancelled checks of
respondent corporation from January 1, 2018 to present, copies of all expense account
expenditures and supporting receipts for any or respondent corporation’s employees’ or
any other person or entity which are paid by respondent corporation from January 1,
2018 t0 present, copies of all credit card statements for cards used by corporate
'
employees and/ or officer and all supporting documentation including but not limited to
receipts for credit card use provided to the corporation and copies of respondent
corporations minutes of board of directors meetings and shareholders meetings from
January 2014 to present, copies of all accounts receivable invoicing, and any credit
memo’s or adjustments to same for a period from January 1, 2018 to present, the General
Petition for Writ oi Mandate 4
stockholder and withheld from him by the corporation might be the basis of an action for
damages. The Court’s reasoning is even more applicable to a director who owes a
fiduciary duty to the corporation and the shareholders t0 make informed decisions
regarding the corporation.
In the instant action petitioner requested to inspect corporate records pursuant to
Article 7.4 of respondent corporation's bylaws. The language is identical t0 the rights
granted to corporate directors and codified by California Corporations Code §1602.
Petitioner has an absolute right to request and be granted access to corporate records
upon reasonable notice. Corporate counsel's response to this request advised petitioner
the bylaws do not contain any specific provisions regarding direc tor requested
STARR DRIVE, SUITE B - YUBA CITY. CA 95993
information, and California case law limits the rights of directors to corporate
KOPP
sac-6744011 o FAX 530-674-5205
information. Clearly this is an incorrect statement of both the law and the provisions of
LAWOFFICE OF JACK E
the Stapleton —
Spence Packing Co. Bylaws. The corporation uitimately provided the last
two years reviewed financial statements and board of directors minutes. These reviewed
financial statements have historically been provided to petitioner on a monthly basis and
as such did not provide any new information concerning the financial condition of the
corporation. Following the refusal to comply or to comply fully with petitioners request ,
1528
counsel for petitioner requested the corporate information by letter 0f July 10, 2020 to
corporate counsel David Lively (letter attached to Declaration of Jack E Kopp Esq.
Marked as EXHIBIT A). Hearing no response from Mr. Lively petitioners counsel
emailed Mr. Lively on Iuly 29, 2020, again without response (Counsels email attached to
the declaration of Jack E. Kopp and marked as EXHIBIT B).
IV. DIRECTORS RIGHT OF INSPECTION
The right to inspection by corporate directors is absolute except in the egregious
Memorandum of Points and Authorities 3
Ledger, the Transaction Journals for payroll, Accounts Receivable, and Accounts Payable:
3. That upon issuance of the peremptory writ this Court appoint Tenney & Company,
1528 Starr Drive, Suite A Yuba City, Ca 95993, to audit the books and records of
respondent corporation and to investigate property, funds, and affairs of respondent
corporation and to report thereon as the court may direct:
4 The court direct the expenses of the audit and investigation to be paid by respondent
corporation:
5. For attorney’s fees and costs of petitioner and such other and further relief as the court
lllay deen’l proper.
STARR DRIVE. SUITE B - YUBA CITY, CA 95993
KOPP
530—574-4011 o FAX 530-674—5205
LAW OFFICE OF JACK E
Dated: August 19, 2020 LAW OFFICE OF JACK E. KOPP
agar/J
]’ACK E. KOPP Esq.
Attorney for petitioner
1528
Petition for Writ of Mandate
VERIFICATION
IEric I-Ieitman, am the Petitioner in the above-entitled proceeding. I have read the
foregoing PETITION FOR WRIT OF MANDATE, and I understand the contents thereof.
The information herein is true of my own knowledge, except as to those matters which
are therein represented on information and belief, and as to those matters, I believe it to
be true.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
STARR DRIVE, SUITE B —YUBA CITY. CA 95993
Executed this 19th day of August, 2020, at Yuba City, California.
LAWOFFICE OF JACK E. KOPP
FAX 530-674-5205
'
ERIC HEITMAN
O
530674—4011
1528
Petition for Writ of Mandate 6
Preview
JACK E. KOPP [SEN 195799] 5mm" CW 9f Calm-m LAW OFFICE OF JACK E. KOPP F 1528 STARR DRIVE, SUITE B GWW 0' Bum | | YUBA CITY, CALIFORNIA 95993 (530) 674—40110Fax (530) 674-5205 L 8/24/2020 L E E Attorney for Petitioner Eric Heitman D E m D 53" ”EH-!" Emmm' TFILED SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF BUTTE CASE NO. 20CV01673 ERIC HEITMAN’ PETITION FOR WRIT OF MANDATE Petitioner, vs. MARTIN BRADLEY STAPLETON, STAPLETON SPENCE PACKING CO, DOES 1—100 inclusive Respondent. Petitioner seeks a writ of mandate issue directing respondents and each of them to produce for inspection respondent corporations books and records. Petitioner as director of respondent corporation is entitled to inspect these records pursuant to California Corporations Code §1602 as well as the respondent corporations bylaws. Petitioner has requested to exercise his inspection rights and has been refused. Petition for Writ of Mandate 1 Petitioner alleges: 1. Respondent Stapleton Spence Packing CO., hereinafter referred to as ”respondent corporation”, is a corporation duly organized and existing under the laws of the State of California and respondent corporation has it’s principal place of business in Butte County, California. 2. Respondent Martin Bradley Stapleton is, and at all times herein mentioned was, President of respondent corporation. 3. Petitioner is ignorant of the true names and capacities of respondents sued herein as DOES 1-100, inclusive, and therefore sues these fictitious names. Petitioner will amend this petition to allege their true names and capacities when ascertained. Petitioner is YUBA CITY. CA 95993 informed and believes and thereon alleges that each of the fictitiously named respondents LAW OFFICE OF JACK E. KOPP 530—674-4011 O FAX 530-674-5205 is responsible in some manner for each act or omission herein alleged. 4. At all times herein mentioned, each of the respondents was the agent and employee of — each 0f the remaining respondents, and, in doing the things hereinafter alleged, was 1528 STARR DRIVE. SUITE B ac ting within the course and scope of that agency. 5. Petitioner is now a director of respondent corporation. Petitioner was elected to office of director and has continuously held the position of Director since 1999. Petitioner was re-elected Director at the last shareholder meeting on October 25, 2017. Said shareholder meeting was a properly called and lawfully held meeting of the shareholders of the corporation. Petitioner has neither resigned from office of director nor has been lawfully removed from this office as of the date of this petition. 6. On June 16, 2020, petitioner sent an email to respondent Martin Bradley Stapleton requesting to inspect corporate books and records (Said email is attached to the Declaration of Petitioner and marked as Exhibit 1). On June 23, 2020, Respondent Martin Bradley Stapleton replied to petitioner that the request had been forwarded to counsel and a response would be forthcoming from corporate counsel David Lively Esq, of Hopkins Carly (the email of respondent Martin Bradley Stapleton is attached to the Petition for Writ of Mandate 2 payments by respondent corporation evidenced by the cancelied checks of respondent corporation from January 1, 2018 to present, copies of all expense account expenditures and supporting receipts for any of respondent corporation’s employees’ and/ or any other person or entity which are reimbursed by respondent corporation for expenses for the period from January 1, 2018 to present, copies of all credit card statements for cards used by corporate employees and/ or officers and all supporting documentation including but not limited to receipts for credit card use from January 1, 2018 to present, copies of respondent corporations minutes of board of directors meetings and shareholders meetings from January 2014 to present, copies of all accounts receivable invoicing, and any credit memo’s or adjustments to same for a period from January 1, STARR DRIVE. SUITE B —YUBA CITY, CA 95993 2018 to present, the General Ledger, the Transaction Journals for payroll, Accounts KOPP o FAX 530-674-5205 Receivable, and Accounts Payable: LAW OFFICE 0F JACK E 2. That on return of the alternative writ and hearing of this petition, this court issue it’s peremptory writ of mandate commanding respondents, and each of them, make available to petitioner’s attorney the bank statements, bank reconciliations and cancelled checks for swam—4011 any and all accounts held in the name of the corporation or use for the benefit of the corporation from January 1, 2018 to present, the supporting invoices and/ or bills which 1528 support payments by respondent corporation evidenced by the cancelled checks of respondent corporation from January 1, 2018 to present, copies of all expense account expenditures and supporting receipts for any or respondent corporation’s employees’ or any other person or entity which are paid by respondent corporation from January 1, 2018 t0 present, copies of all credit card statements for cards used by corporate ' employees and/ or officer and all supporting documentation including but not limited to receipts for credit card use provided to the corporation and copies of respondent corporations minutes of board of directors meetings and shareholders meetings from January 2014 to present, copies of all accounts receivable invoicing, and any credit memo’s or adjustments to same for a period from January 1, 2018 to present, the General Petition for Writ oi Mandate 4 stockholder and withheld from him by the corporation might be the basis of an action for damages. The Court’s reasoning is even more applicable to a director who owes a fiduciary duty to the corporation and the shareholders t0 make informed decisions regarding the corporation. In the instant action petitioner requested to inspect corporate records pursuant to Article 7.4 of respondent corporation's bylaws. The language is identical t0 the rights granted to corporate directors and codified by California Corporations Code §1602. Petitioner has an absolute right to request and be granted access to corporate records upon reasonable notice. Corporate counsel's response to this request advised petitioner the bylaws do not contain any specific provisions regarding direc tor requested STARR DRIVE, SUITE B - YUBA CITY. CA 95993 information, and California case law limits the rights of directors to corporate KOPP sac-6744011 o FAX 530-674-5205 information. Clearly this is an incorrect statement of both the law and the provisions of LAWOFFICE OF JACK E the Stapleton — Spence Packing Co. Bylaws. The corporation uitimately provided the last two years reviewed financial statements and board of directors minutes. These reviewed financial statements have historically been provided to petitioner on a monthly basis and as such did not provide any new information concerning the financial condition of the corporation. Following the refusal to comply or to comply fully with petitioners request , 1528 counsel for petitioner requested the corporate information by letter 0f July 10, 2020 to corporate counsel David Lively (letter attached to Declaration of Jack E Kopp Esq. Marked as EXHIBIT A). Hearing no response from Mr. Lively petitioners counsel emailed Mr. Lively on Iuly 29, 2020, again without response (Counsels email attached to the declaration of Jack E. Kopp and marked as EXHIBIT B). IV. DIRECTORS RIGHT OF INSPECTION The right to inspection by corporate directors is absolute except in the egregious Memorandum of Points and Authorities 3 Ledger, the Transaction Journals for payroll, Accounts Receivable, and Accounts Payable: 3. That upon issuance of the peremptory writ this Court appoint Tenney & Company, 1528 Starr Drive, Suite A Yuba City, Ca 95993, to audit the books and records of respondent corporation and to investigate property, funds, and affairs of respondent corporation and to report thereon as the court may direct: 4 The court direct the expenses of the audit and investigation to be paid by respondent corporation: 5. For attorney’s fees and costs of petitioner and such other and further relief as the court lllay deen’l proper. STARR DRIVE. SUITE B - YUBA CITY, CA 95993 KOPP 530—574-4011 o FAX 530-674—5205 LAW OFFICE OF JACK E Dated: August 19, 2020 LAW OFFICE OF JACK E. KOPP agar/J ]’ACK E. KOPP Esq. Attorney for petitioner 1528 Petition for Writ of Mandate VERIFICATION IEric I-Ieitman, am the Petitioner in the above-entitled proceeding. I have read the foregoing PETITION FOR WRIT OF MANDATE, and I understand the contents thereof. The information herein is true of my own knowledge, except as to those matters which are therein represented on information and belief, and as to those matters, I believe it to be true. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. STARR DRIVE, SUITE B —YUBA CITY. CA 95993 Executed this 19th day of August, 2020, at Yuba City, California. LAWOFFICE OF JACK E. KOPP FAX 530-674-5205 ' ERIC HEITMAN O 530674—4011 1528 Petition for Writ of Mandate 6