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Mumma v. Bobali Corp.

March 18, 2009

ROBERT M. MUMMA, II, PLAINTIFF
v.
BOBALI CORPORATION; KIM COMPANY; AND PENNSYLVANIA SUPPLY COMPANY, DEFENDANTS



The opinion of the court was delivered by: Sylvia H. Rambo United States District Judge

MEMORANDUM

I. Background

On October 28. 2008, Plaintiff filed a complaint for declaratory relief and a motion for an expedited hearing. On November 7, 2008, an amended motion for equitable relief and expedited hearing was filed. Plaintiff seeks to inspect the books and records maintained by the defendant corporations. Defendants, Bobali Corporation ("Bobali"), Kim Company and Pennsylvania Supply Company ("Pennsy Supply"), oppose this demand. Plaintiff claims entitlement to the books and records as a director/shareholder of these corporations pursuant to sections 1508 and 1521 of the Pennsylvania Business Corporation Law, 15 Pa. Cons. Stat. Ann. §§ 1508 & 1521. By order dated November 7, 2008, a hearing was scheduled for November 25, 2008, which was subsequently canceled. A hearing was ultimately scheduled and held on March 9, 2009.

The history of the corporations and the persons involved with them are set forth in the opinion of the Honorable Harold Sheely to case number 66 Equity 1988 in the Court of Common Pleas of Cumberland County, Pennsylvania. (Defs.' Ex. 1.) This equity case was one of many filed in the ensuing years between the businesses and the family members.

II. Discussion

In the instant case, Robert Mumma, II, in notice to the three defendant corporations, requested the following:

To Whom It May Concern:

I am a shareholder and/or director of this Corporation. Pursuant to Sections 1508 (16 Pa. C. S. § 1508) and 1512 (15 Pa. C.S. § 1512) of the Pennsylvania Business Corporation Law, as amended, I hereby request and demand permission to examine and inspect the books and records of this Corporation, as outlined herinbelow, together with permission to make copies or extracts therefrom:

1. The share registers, books and records of account;

2. The records of the proceedings of the incorporators, shareholders, and directors;

3. The records identifying all persons who assisted or participated in financing the formation of the Corporation;

4. The corporate by-laws, including all amendments to the by-laws and minutes of any meetings at which the by-laws were adopted and amended;

5. The names and addresses of all persons who have acted as a director of the Corporation since the date of its incorporation;

6. The names of all persons who currently own shares of stock in the Corporation and the date when each such person first obtained such ownership interest;

7. All tax returns (federal, state, local) relating to the Corporation;

8. Any and all Incorporation, shareholder, and/or buy-sell agreements;

9. Any and all minutes of meetings of shareholders and/or board of directors, and any committees and ...


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