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12/29/94 WEST SHORE ASSOCIATES v. AMERICAN WILBERT

December 29, 1994

WEST SHORE ASSOCIATES, LTD., PLAINTIFF-APPELLANT
v.
AMERICAN WILBERT VAULT CORP., GREGORY C. REICHLE, RICHARD G. REICHLE, SR. AND RICHARD G. REICHLE, JR., DEFENDANTS-APPELLEES



APPEAL FROM THE CIRCUIT COURT OF COOK COUNTY. HONORABLE ALBERT GREEN, JUDGE PRESIDING.

Presiding Justice Hoffman delivered the opinion of the court: Johnson and Cahill, JJ., concur.*

The opinion of the court was delivered by: Hoffman

PRESIDING JUSTICE HOFFMAN delivered the opinion of the court:

Plaintiff, West Shore Associates, Ltd. (West Shore), a minority shareholder of American Wilbert Vault Corp. (AWV), brought this action against AWV and its officers (collectively defendants), alleging that it had been denied the right to inspect AWV's corporate books and records in violation of section 7.75 of the Business Corporation Act of 1983 (Act)(Ill. Rev. Stat. 1989, ch. 32, par. 7.75). West Shore sought, inter alia, an order compelling the production of the requested records and a penalty in the sum of 10% of the value of its shares as provided in section 7.75(d) of the Act. (Ill. Rev. Stat. 1989, ch. 32, par. 7.75(d).) After a complete trial on the merits, the court found that West Shore had failed to sustain its burden of proving that its request for an inspection of AWV's records was for a proper purpose, and entered judgment in favor of defendants. West Shore now appeals.

AWV is an Illinois corporation engaged in the sale of concrete burial vaults in the Chicago metropolitan area. At all times pertinent to this litigation, approximately 4,450 shares of AWV's $100 par value common stock were issued and outstanding. In April of 1989, West Shore acquired six of those shares. West Shore's president and principal owner is Richard Wehman, who is also the president and principal owner of Sterling/Kay-El Company, AWV's primary competitor in the burial vault business. West Shore conducts no business, and its sole asset is six shares of AWV stock.

Beginning in June of 1989, two months after West Shore acquired its AWV shares, Wehman issued a series of comprehensive requests on West Shore's behalf to examine certain of AWV's corporate books and records under a claim that West Shore "had no idea of the value" of its stock. In response to those requests, AWV tendered its by-laws, a list of its shareholders, certain condensed financial statements for the years 1988 and 1989, and documents showing that its stock had always been valued at $100 per share.

On June 6, 1990, West Shore filed the instant action in the circuit court of Cook County, seeking an order compelling AWV to permit West Shore to examine its books and records, including but not limited to:

"a. Consolidated financial statements of AWV and its subsidiaries for the last five years, and any other reports to AWV or its subsidiaries, prepared by AWV's independent certified public accountants;

b. All books of entry including the general ledger, general journal, cash receipts and cash disbursements journal, payroll journal and any other specialized journals and ledgers that support the consolidated financial statements, or from which such financial statements can be prepared or constructed if such consolidated statements do not exist;

c. Federal income tax returns of AWV and its subsidiaries for the last five years ***;

d. All budget information for the current and future fiscal years of AWV and its subsidiaries, and all projections made by or on behalf of AWV and its subsidiaries with respect to the future performance of AWV and/or its subsidiaries;

e. All corporate minutes for the last five years for AWV and each of its subsidiaries;

f. All records that refer or relate to any guarantees, loans, or other contractual obligations of AWV entered into or existing during the last ten years, including any leases, purchase and sale commitments (including any documents referring ...


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