Havlicek

Appellants Mary Havlicek and Stephen C. Havlicek, directors of respondent Coast-to-Coast Analytical Services, Inc. (CCAS), sought an order from the superior court allowing them to inspect the books and records of CCAS. In addition, appellants unsuccessfully sought to enjoin a pending merger by CCAS until they had completed their inspection. Appellants contend they have an “absolute right” to review all CCAS documents and are not required to explain or justify their inspection demands. (Corp. Code, § 1602.)

CCAS objected to the inspection on the theory that Delaware law applied because CCAS is a Delaware corporation. Pursuant to the Delaware statute, a director may review corporate documents only for “a purpose reasonably related to his position as a directory” and the Delaware Court of Chancery has exclusive jurisdiction to enforce inspection rights. ( Del. Code Ann. tit. 8, § 220 , subd. (d) (1995).) The trial court agreed with CCAS and denied appellants’ request, stating that it lacked “jurisdiction” to order an inspection.

We conclude that the trial court erred in applying Delaware law and in refusing to grant appellants, at the very least, an “inspection with just…