Wolf

Plaintiff and appellant Walter E. Wolf, who formerly served as a corporate director of San Elijo Ranch, Inc. (SERI), brought this action against SERI and related parties, to seek enforcement of the “absolute” rights of a director to inspect SERI’s corporate records. (Corp. Code, § 1602.) Wolf is also a 20 percent shareholder of CDS Devco (Devco; a Cal. real estate development corporation), which is the parent corporation of SERI. Wolf does not own shares in SERI itself.

Although Wolf was not reelected to the SERI board of directors, in his first amended petition for writ of mandate (the FAR), he continues to assert the rights of a director as against three defendants and respondents: (1) SERI; (2) HomeFed Corporation, the parent corporation of Devco, owning 80 percent of its shares; and (3) Paul J. Borden, who is the president of both Devco and SERI, as well as an officer of HomeFed Corporation (sometimes collectively defendants). (Code Civ. Proc., § 1085.)

In his FAP, Wolf alleges that he has a right, and SERI and its controlling shareholders and officers, HomeFed Corporation and Borden, have a mandatory duty to allow him, to pursue a complete inspection of SERI…