Hartman v. Hollingsworth

In Hartman v. Hollingsworth (1967) 255 Cal.App.2d 579, the petitioner was a director of a dissolved corporation, who sought inspection of corporate books. He claimed an ongoing need to inspect, based on " 'various legal obligations' " flowing from his directorship and an " 'absolute right' " to examine the corporate records to protect himself "accordingly." (255 Cal.App.2d at pp. 581-582.) In Hartman, supra, 255 Cal.App.2d 579, 582, the appellate court interpreted the statute (a former version of 1602) with a view toward enforcement of its evident purposes. The unqualified statutory right of inspection allowed to a director was created only to aid the performance of his or her fiduciary duties to the corporation and its stockholders, such as in the winding-up process. When a "dead" corporation was no longer being wound up, the director had no further protected need to inspect corporate documents related to his former status. (255 Cal.App.2d at pp. 581-582.) Thus, the scope of the statute granting the right to inspect records was restricted to current, not former, directors of corporations, when they retained responsibilities for winding up the corporation. That particular request for records was not properly made in pursuit of that legitimate purpose, so the petitioner (essentially a former director) did not qualify under the inspection statute. (Id. at pp. 581-582.)