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  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
  • SCOTT LEHMAN VS VS CARBONICS, INC Writ of Mandamus document preview
						
                                

Preview

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