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Filing # 198280787 E-Filed 05/14/2024 02:14:41 PM
IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT
IN AND FOR MIAMI-DADE COUNTY, FLORIDA
CASE NO.:
SCOTT LEHMAN
Plaintiff,
Vv.
VS CARBONICS, INC., a Florida
Corporation,
Defendant.
/
VERIFIED PETITION FOR WRIT OF MANDAMUS
Plaintiff, SCOTT LEHMAN, sues Defendant, VS CARBONICS, INC., and
alleges:
1 This is Petition for Writ of Mandamus seeking an Order requiring
Defendant to permit Plaintiff to inspect and copy specified books and records
sought pursuant to and contained in a written request. See §§ 607.1602(1) and
607.1604, Fla. Stat. (2023).
2 Plaintiff, Scott Lehman, is sui juris and a resident of Miami-Dade
County, Florida. He is the owner of 6.05% of the outstanding shares in the
Defendant.
3 Defendant, VS Carbonics, Inc., is a corporation organized and
existing under the laws of the State of Florida and doing business in Miami-Dade
County, Florida.
4 On May 3, 2024, Plaintiff, through undersigned counsel, made a
written demand upon Defendant in his capacity as a shareholder to inspect and
copy certain books and records of the company specified in the demand letter, a
true and correct copy of which is attached as Exhibit A.
5 As set out in the letter, “[t]he purpose of this request is to enable Mr.
Lehman to value his shareholder interest and to determine whether the corporate
affairs are being properly administered.”
6 On May 9, 2024, Defendant responded through its counsel that the
demand is being denied because Plaintiff “is seeking to engage in informal
discovery [in anticipation of possible future litigation], which is not a proper
purpose.” Exhibit B.
7 But it is black letter Florida law that,
The fact that the request is being made by a stockholder or member
who disagrees with the policies of management of the corporation,
or even has filed suit against the corporation, is not sufficient to
defeat the request.
Delaney v. Santa Fe Healthcare, Inc., 741 So. 2d 595, 598 (Fla. 1st DCA 1999).
See also Davidson v. Ecological Science Corp., 266 So. 2d 71, 74 (Fla. 3d DCA
1972), which held that even “a pending lawsuit by or against the corporation or
its employee is not alone a sufficient ground” to deny inspection.
8 The denial of the inspection request by Defendant is made in bad
faith and not grounded in any reasonable basis. By its rejection, the corporation
has prevented Plaintiff from inspection of records pursuant to Florida law.
9 Plaintiff has engaged the services of undersigned counsel and has
agreed to pay him reasonable attorneys’ fees in connection with this Petition.
10. Plaintiff is entitled to attorneys’ fees reasonably incurred to obtain
the order and enforce his inspection rights. See § 607.1604, Fla. Stat. (2023).
WHEREFORE, Plaintiff seeks a writ of mandamus ordering Defendant to
permit him to inspect and copy the documents sought in Exhibit A, together
with reasonable attorneys’ fees ‘and costs.
VERIFICTION
’
I swear, under penalty of perjury, that the foregoing facts alleged above are
true and correct.
V
Scott fehman
By. s/ Andrew S. Berman
ANDREW S. BERMAN, ESQ
Fla. Bar No.: 370932
YOUNG, BERMAN, KARPF & Bena P.A.
Attorneys for Plaintiff
825 Brickell Bay Dr., Tower III, Ste. 1748
Miami, Florida 331 31
Telephone: (305) 945-1851
Primary: aberman@ybkklaw.com
Secondary: eservice@ybkklaw.com
YOUNG BERMAN 825 Brickell Bay Drive
Tower HT, Suite 1748
KARPF&KARPF
ATTORNEYS AT AW
es. Miami, Florida 33131
Main: 305-945-1851
Direct: 305-377-2291
Andrew S. Berman aberman@ybkklaw.com
Florida Bar Board Certified in Appellate Practice
327 Plaza Real, Suite 301
wow.ybkcdaw.com Boca Raton, FL 33432
Phone: 561-208-5505
515 East Las Olas Blvd, Suite 120
Fe Lauderdale, Florida 33301
Phone: 954-809-3300
Reply to Miami
May 3, 2024
VIA EMAIL (rdennis@dennisfamilylaw.com)
VS Carbonics, Inc.
c/o Robert Dennis
Dennis & Dennis, P.A.
One Datran Center, Suite 406
9100 S. Dadeland Boulevard
Miami, FL 33156
Re: Inspection of Corporate and Business Records
Mr. Dennis:
I represent Scott Lehman, a shareholder in VS Carbonics, Inc.
Pursuant to Florida Statutes Section 607.1602, Mr. Lehman requests inspection
and copying of the records of the VS Carbonics, Inc. described as follows:
a. Minutes of all meetings of, and records of all actions taken without a
meeting by, its shareholders, its board of directors, and any board
committees for the last 3 years.
Income statements, balance sheets and statements of cash flow as of
December 31, 2023 and March 31, 2024 of the Company and the
Subsidiaries.
The company trial balance for the last 3 years.
All financial statements prepared for the corporation for the last 3 fiscal
years, and any audit or other reports with respect to such financial
statements.
"EXHIBIT A"
MIAMI * FT. LAUDERDALE * BOCA RATON
Robert Dennis
May 3, 2024
Page 2
The purpose of this request is to enable Mr. Lehman to value his shareholder
interest and to determine whether the corporate affairs are being properly
administered.
Mr. Lehman would like to inspect these records at the Dennis & Dennis, P.A.
offices during regular business hours next Friday, May 10, 2024. You pick the
time. Please confirm the records for the corporation, will be available at whatever
time you choose. In lieu of the in-person inspection, Mr. Lehman would accept
delivery of the documents before that date to my office or via email to my email
address.
Very truly yours,
peadrveu S. Seuman
ANDREW S. BERMAN
For the Firm
cc: Scott David Lehman, Esq.
YOUNG, BERMAN, KARPF & KARPF es
TIORNEYS AT w
Alejandro Brito
abrito@britoplic.com
BRITO (305) 614.4071
2121 Ponce de Leon. Suite 650
Coral Gables, FL 33134
May 9, 2024
Andrew Berman, Esq.
Young Berman Karpf & Karpf, P.A.
825 Brickell Bay Drive
Tower IIT
Suite 1748
Miami, Florida 33131
Re: Response to Demand for Inspection of Records
Dear Mr. Berman:
By way of introduction, I represent VS Carbonics, Inc. (“VS Carbonics”). I am in receipt
of your letter dated May 3, 2024 which requests the inspection or production of certain documents
pursuant to Florida Statute § 607.1602.
Please be advised that pursuant to Florida Statute § 607.1602(8), VS Carbonics hereby
denies Mr. Lehman’s request given that, inter alia, the request is being made for an improper
purpose. Namely, as you likely are aware, VS Carbonics has expressed serious concerns regarding
a conflict of interest pertaining to Mr. Lehman’s involvement with VS Carbonics, which puts into
question whether Mr. Lehman has any lawful right to claim ownership of any interest in VS
Carbonics. Moreover, by letter dated January 29, 2024, Mr. Lehman sent a demand to Robert
Dennis, Esq. seeking the preservation of evidence belonging to VS Carbonics and threatened that a
failure to “take reasonable steps to preserve relevant evidence, including the foregoing, may lead
to severe legal repercussions, including monetary sanctions, liability for spoliation of evidence,
striking of pleadings, default judgment, and adverse jury instructions.” Given the threatening tone
and nature of Mr. Lehman’s January 29, 2024 letter (including a thinly veiled threat of impending
litigation given the references to “striking of pleadings, default judgment, and adverse jury
instructions”), it is clear that Mr. Lehman intends to commence legal action against VS Carbonics
and/or others which serves to belie the stated reason why Mr. Lehman claims that he is seeking to
inspect the requested records. Given the current posture, it is clear that Mr. Lehman is not seeking
the inspection of records “to enable Mr. Lehman to value his shareholder interest and to determine
whether the corporate affairs are being properly administered,” but rather Mr. Lehman is seeking
to engage in informal discovery, which is not a proper purpose.
To be clear, VS Carbonics is not willing to participate in the masquerading of improper pre-
litigation discovery efforts under a Florida Statute § 607.1602 request, especially when the person
making the request may not even possess standing as a shareholder to invoke the remedies contained
in Florida Statute § 607.1602.
"EXHIBIT B"
Page 2 of 2
BRITO May 9, 2024
Andrew Berman, Esq.
If you wish to discuss this matter further, please do not hesitate to contact me. Thank you.
D
Very truly yours,
C—
—_— _——
ALEJANDRO BRITO